Shaping the space of cross-border conversions in the EU. Between right and autonomy: VALE Építési kft

Publishers Abstract:
The judgment annotated in this article, VALE Epitesi kft, is the latest judgment on cross-border conversions and cross-border seat transfers. It has been much-anticipated in the hope that it would clarify the extent of corporate mobility in the EU, and particularly that it would explain a crucial obiter dictum from the Cartesio judgment, its predecessor from 2008. In that sense, the judgment has a practical relevance for companies and their legal advisers that seek to carry out such cross-border operations, but it also has the potential to bring renewed momentum to the legislative struggle around the regulation of cross-border seat transfers.

This article deals with the clarification of the obiter dictum in Cartesio, thereafter examining the introduction of the principles of equivalence and effectiveness. Attention is paid to the requirement of economic activity in order to be able to rely on Article 49 of the Treaties of the European Union, as re-emphasized in the VALE judgment, and its consequences for the transfer of only the registered office.