European Cross-Border Mergers and Reorganisations: Law and Practice

ISBN : 9780199693283

Jerome Vermeylen; Ivo Vande Velde
984 ページ
172 x 248 mm

The most comprehensive guide to all techniques available to European companies, European Cross-Border Mergers and Reorganisations is the ideal reference tool for lawyers, auditors, notaries 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 cross-border reorganisation techniques, such as demergers, partial demergers, the transfer of branches of activity, the creation of a Societas Europaea, or a Societas Cooperativa Europea, and the cross-boarder transfer of a company's head office or registered office, providing a practical guide to the best possible solution for a practitioner's client. European Cross-Border Reorganisations: Law and Practice is an easy-to-use reference work for legal, tax and audit professionals involved in mergers.


1. The Cross-Border Merger Directive
2. Cross-border mergers and reorganisations outside the Cross-Border Merger Directive
3. The EU Tax Framework for Cross-Border Reorganisations Within the EU
4. Employee participation schemes and EU employment rules for cross-border reorganisations
5. Cross-border reorganisations in Belgium
6. Cross-border reorganisations in the Czech Republic
7. Cross-border Reorganisations in France
8. Cross-border reorganisations in Germany
9. Cross-border reorganisations in Hungary
10. Cross-border reorganisations in Ireland
11. Cross-border reorganisations in Italy
12. Cross-border reorganisations in Luxembourg
13. Cross-border reorganisations in the Netherlands
14. Cross-border reorganisations in Poland
15. Cross-border reorganisations in Spain
16. Cross-border reorganisations in Sweden
17. Cross-border reorganisations in the UK


Ivo Vande Velde is a senior tax lawyer at Tiberghien (in co-operation with ALTIUS) (www.tiberghien.com), a leading Belgian specialist tax-law firm. He practises at the Brussels Bar and is a graduate of the University of Antwerp (Lic. Jur., magna cum laude 1987) and of the Vlerick School of Management in Ghent (Master's degree in Tax Law, magna cum laude 1988). As a corporate tax lawyer, he specialises in M&A and domestic and cross-border corporate reorganisations. He has published several articles and other contributions on domestic and cross-border mergers and divisions. He has given presentations at several seminars about the Belgian implementation of the Merger Tax Directive.; Jerome Vermeylen is a partner at ALTIUS (in co-operation with Tiberghien) (www.altius.com), a leading independent Belgian law firm. He has practised at the Brussels Bar since 1997 and has studied at the University of Leuven, Belgium (Lic. Jur., cum laude 1995), the University of Amiens, France (Erasmus Exchange Programme, 1991), Queen Mary & Westfield College, University of London, UK (Erasmus Exchange Programme, 1994), the University of Tubingen and High Court of Dusseldorf, Germany (DAAD Special Programme in German Law, 1996), and the University of Brussels, Belgium (Special Degree in Corporate Law, cum laude 2000). Jerome specialises in M&A, private equity, and corporate reorganisations. He has assisted numerous clients in relation to both domestic and cross-border acquisitions, joint ventures, investments and reorganisations. Jerome is a member of AIJA, the German-Belgian-Luxembourg Chamber of Commerce (Debelux), and the Belgo-Indian Chamber of Commerce & Industry (BICC&I).