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Vol 23 No 5 May/June 2018

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European Cross-Border Mergers and Reorganizations

Edited by: Jerome Vermeylen, Ivo Vande Velde

ISBN13: 9780199693283
Published: March 2012
Publisher: Oxford University Press
Country of Publication: UK
Format: Hardback
Price: £295.00

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The most comprehensive guide to all techniques available to companies considering merger of two or more European companies, European Cross-Border Mergers and Reorganizations is the ideal reference tool for lawyers, auditors and scholars working in the field.

Providing everything a practitioner needs to co-ordinate a successful cross-border merger, the book analyses the EU Directives and how they have been applied in each of the main EU/EEA member states. The diverging rules for each jurisdiction are highlighted and explained enabling quick comparisons to be made between countries for assessing feasibility of the chosen technique.

As well as the requirements, formalities and potential pitfalls of cross-border mergers, each country analysis addresses the relevant aspects of corporate, employment and tax law such as informing shareholders and employees, verification of the legality of the merger, and language requirements.

The book also considers other reorganisation techniques, such as the creation of a Societas Europaea, a partial demerger, a hive down of some branches of activity or the transfer of a corporate seat, providing a guide to the best possible solution for a practitioner's client. Complete with a global comparative table of the key provisions written by local lawyers, European Cross-Border Mergers and Reorganizations is an easy-to-use reference work for legal, tax and audit professionals involved in mergers.

Company Law, Employment Law, Mergers and Acquisitions
Part I: EU Legal Framework
1.: Jérôme Vermeylen: The Cross-Border Merger Directive
2.: Marie Brasseur and Jérôme Vermeylen: The EU Corporate Framework for Other Types of Cross-Border Reorganisations
3.: Ivo Vande Velde: The EU Tax Framework for Cross-Border Reorganisations Within the EU
4.: Employee Participation Schemes and EU Employment Rules for Cross-Border Reorganisations
Part II: Cross-Border Reorganisations at the National Level
5.: Jérôme Vermeylen, Ivo Vande Velde and Sven Demeulemeester: Belgium
6.: David Nevesely: Czech Republic
7.: John Flanigan, Katell Déniel-Allioux, Sandra Hazan and Thierry Renaud de la Faverie: France
8.: Stefan Simon, Daniel Rubner, Ingo Stangl and Mattias Grundke: Germany
9.: Ulrike Rein and Mihaly Barcza: Hungary
10.: Peter Maher, Paul Fahy, James Grennan and Ian Moore: Ireland
11.: Rosario Zacca and Luciano Acciari: Italy
12.: Pit Reckinger, Léon Gloden and Dirk Richter: Luxembourg
13.: Hugo Reumkens, Ewout van Asbeck and Els de Wind: The Netherlands
14.: Marek Wroniak and Andrzej Debiec: Poland
15.: Ignacio Corbera Dale, Albert Collado Armengol and Misi Borras: Spain
16.: Per Hedman and Johanna Nilsson: Sweden
17.: Nick Parden: United Kingdom

Part III: Global Overview - Comparative Table;