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Frequent Questions : 10th company law directive

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Part A

General questions

What is a merger within the meaning of the directive? (Art. 2 II)

What kinds of merger are covered by the Directive? (Art. 1)

What forms of company are covered by the Directive? (Art. 2 I)

Which company law shall apply to the company resulting from the merger?

Why was a directive needed? What are the expected advantages?

Does freedom of establishment provide a right to merge across borders?

What is the legal basis for the directive?

When was the transposition deadline?

Part B

Board-level participation

What is ‘participation’ within the meaning of the Directive?

What rules does the Mergers Directive contain concerning participation in company boards?

What is the connection between the Cross-Border Mergers Directive and the European legislation on the SE?

What do these SE regulations provide for?

What are the exceptional cases in which negotiations are conducted in accordance with the SE regulations?

Could a company management prevent negotiations?

What is the special negotiating body (SNB)?

What is the composition of the special negotiating body (SNB)?

How long will the negotiations on participation take?

What decision-taking majorities shall apply within the special negotiating body (SNB)?

What are the possible outcomes of the negotiations?

Can the SNB decide in favour of the participation rules in force in the member state in which the registered office of the company resulting from the cross-border merger is situated?

What is the content of the participation agreement?

When are the standard rules applied?

What rights do the standard rules contain?

Who has the last word regarding employee participation?

Who bears the costs of the special negotiating body (SNB)?

What are the differences between the Cross-Border Mergers Directive and the SE Directive?

Is there a right of continuation of participation rights in the case of subsequent domestic mergers?

Examples

Part C

Other labour law aspects

What rights does the Mergers Directive provide besides board-level participation rights for employees?

What is the relationship between the Mergers Directive and the EWC Directive

What effects does the merger have on the rights and obligations arising from the employment contract?

Will the merger affect the employees’ relevant national labour rights?