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CMS Cross Border Merger Guide - Volume II

Editors: Claus Fabian
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Preface
Cross-border mergers are attractive, particularly to multinationals with several corporate entities spread across Europe. By creating a single entity with several branches, businesses can potentially simplify legal and administrative structures, minimise levels of risk, free up cash and cut costs.

Cross-border mergers benefit from the EU Directive on Cross-Border Mergers and the national transformation legislation. Such legislation offers a less cumbersome, common legal framework to facilitate mergers across EU Member States. However, many aspects of a cross-border merger are still subject to 
non-harmonised national legislation and vary between European countries. Experience has shown that it is crucial for the success of a cross-border merger 
to synchronise particularly the often broadly varying procedural and timing requirements in the relevant jurisdictions early in the process. Despite these practical complexities, the harmonised framework has proven to be highly attractive for shareholders, as cross-border mergers governed by the Directive almost tripled between the years 2008 to 2012 despite the challenging overall economic environment (increase by 173 %)(Study on the application of the Cross-Border Mergers Directive by Bech-Bruun/Lexidale, September 2013, p. 5.).

This second edition of the CMS Guide to Cross-Border Mergers offers 
a comprehensive overview of the legal and fiscal requirements and consequences of cross-border mergers in 19 European countries. It covers relevant aspects of corporate, labour and tax law. It is an excellent planning tool for project teams involved in cross-border mergers, in particular in-house counsels, for implementing a successful cross-border merger transaction, including the following:

  • the types of company that can participate in a cross-border merger;
  • the documents to be prepared, their material content and formal requirements;
  • internal responsibilities, competent authorities and other external parties 
involved;
  • essential timing and publication requirements;
  • major tax consequences;
  • implementation of the applicable scheme of employee representation 
on supervisory boards, as well as other notification and consultation requirements vis-à-vis employee representation bodies.

To help with your planning, each country overview contains a simplified timeline, highlighting the milestones required in each jurisdiction. To make this process easier still, we also provide online versions of all timelines which can be tailored to the needs of a specific project with regard to certain milestones.

If you consider a cross-border merger in Europe, this Guide, together with its Online Planner, will prove to be invaluable in helping you map out a plan and will give you detailed understanding of how long such a project is likely to take and whom to involve.

Dr Thomas Meyding & Dr Claus Peter Fabian
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