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This discussion of the Cross-Border Merger Directive and its implementing legislation in each Member State of the European Union and the European Economic Area provides companies and their advisors with useful insight into the legal framework applicable to, and the tax treatment of, cross-border mergers throughout the European Economic Area. Analysis of the Community rules laid down in the Cross-Border Merger Directive and the Community rules on the tax treatment of cross-border mergers is complemented by chapters on the implementing legislation in each Member State, prepared in accordance with a common format and contributed by a practitioner from each state. Annexes contain the Cross-Border Merger Directive (Annex I), the Parent-Subsidiary Directive (Annex II) and a list of the implementing legislation in each Member State (Annex III).
Contents:
Volume 1: Part I:
1. Community rules applicable to cross-border mergers Dirk Van Gerven
2. Employee participation: rights and obligations Philippe Francois and Julien Hick
3. Tax rules applicable to cross-border mergers Jan Werbrouck
4. Scope and limitations of the Cross-Border Merger Directive Paul Storm
Part II. Application in Each Member State: National Reports for EU Member States:
5. Austria Gottfried Gassner and Andreas Hable
6. Belgium Dirk Van Gerven
7. Bulgaria Anelia Tatarova, Raina Dimitrova and Yordan Naydenov
8. Cyprus Alexandros Tsadiras
9. Czech Republic Adam Jirousek and Jan Lasák
10. Denmark Vagn Thorup, Jeppe Buskov and Kromann Reumert
11. Estonia Ahto Nirgi and Sven Papp
12. Germany Andreas Wuesthoff
13. Hungary Jacques De Servigny, Zsofia Fekete and Szabolcs Erdos
14. The Netherlands Paul Van Der Bijl and Frits Oldenburg
15. Poland Michał Barłowski
16. Slovak Republic Michaela Jurkova
17. United Kingdom Ian Snaith
Part III. Application in the EEA Member States: Norway Stig Berge and Herman Bondeson
Part IV. Annexes:
Annex I. Council Directive 2005/56/EC of 26 October 2005 on cross-border mergers of limited liability companies (the 'Cross-Border Merger Directive')
Annex II. Council Directive 90/435/EEC of 23 July 1990 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States (the 'Parent-Subsidiary Directive')
Annex III. List of national legislation implementing the Cross-Border Merger Directive. Volume 2:
Part V. National Reports for EU Member States:
19. Finland Outi Raitasuo and Johanna Haltia-Tapio
20. France Jean-Marc Desaché
21. Greece Tom Kyriakopoulos
22. Ireland Margaret Stack, Jennifer McCarthy and Michael Greene
23. Italy Francesco Gianni and Marco Zaccagnini
24. Latvia Maris Brizgo, Raymond L. Slaidins and John Ja Burke
25. Lithuania Irmantas Norkus and Eva Suduiko
26. Luxembourg Margaretha Wilkenhuysen and Louisa Silcox
27. Malta Adrian Gabarretta, Colm O'Connor and Nadia Cassar
28. Portugal Margarida Barrocas, Marcelo Alves and Mariana Ferreira
29. Republic of Slovenia Jurij Dolžan, Matija Knapič and Samo Herič
30. Romania Gabriela Cacerea and Mihaela Ispas
31. Spain Jaime Pereda Espeso and José Gabriel Martínez Paños
32. Sweden Jan Bertil Andersson
Part VI. Application in the EEA Member States:
33. Iceland Ólafur Arinbjörn Sigurðsson
34. Liechtenstein Alexander Appel and Moritz Blasy
Part VII. Annexes:
Annex I. Council Directive 2005/56/EC of 26 October 2005 on cross-border mergers of limited liability companies (the 'Cross-Border Merger Directive')
Annex II. Council Directive 2009/133/EC of 19 October 2009 on the common system of taxation applicable to mergers, divisions, partial divisions, transfers of assets and exchanges of shares concerning companies of different Member States and to the transfer of the registered office of an SE or SCE between Member States (the 'Merger Tax Directive')
Annex III. List of national legislation implementing the Cross-Border Merger Directive.
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