Cross-border mergers, EU Directive 2017/1132, European Economic Area EEA, French law, European directives, creditor rights, employee participation, transparency, shareholders, cross-border restructuring, EU Directive 2019/2121, cross-border spin-off operations, legal uncertainty, CMS Bureau Francis Lefebvre, Directive 2005/56/CE, tax neutrality, corporate restructuring, globalization, international companies, creditor protection, European legal framework, state laws, transnational challenges, European Union EU, mergers and acquisitions, restructuring operations, legal framework, European law, national law, spin-offs by acquisition, harmonization, financial crisis, legal security, administrative burdens, European economic space, company law, EU law, business restructuring, corporate law, European Commission, legislative framework, business operations, economic impact, social impact, restructuring challenges.
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Abstract
Analysis of European reforms on cross-border mergers and restructuring operations, their impact on French companies, and the challenges of implementing EU directives.
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[...] (2023, June 1). Reform of cross-border restructuring operations . - EY Law Firm. (2022, December 23). The next transposition of the directive . - Gide Loyrette Nouel. (2023, July 6). Transposition of the directive on mobility . - Fournier, S., Raynouard, A., & Toufik, H. (2023, Nov. 13). [...]
[...] Cross-border mergers of companies . (Master's Thesis, University of Paris 10 Nanterre). Doctoral Theses - Taleghani, D. (2008). The Restructuring of International Groups of Companies . (Doctoral Thesis, University of Paris 10). - Schmeidler, J. (2011). The Protection of Creditors in International Mergers of Companies . (Doctoral Thesis, University of Paris 2). Reports, working papers, institutional notes - Prüm, A. [...]
[...] This long potential delay represents a major administrative obstacle to the rapid and effective realization of cross-border restructuring operations. The time factor, however, is a determining element for the success of this type of operation. In fact, the temporal aspect directly affects the success or failure of a restructuring, and this proves to be even more crucial when it comes to cross-border operations. Opportunities for fiscal abuse and international competitiveness The management of the time factor becomes a lever that certain economic actors could exploit to adjust the applicable taxation to their restructuring operations. [...]
[...] These guarantees constitute the core of the legal mechanisms for protecting creditors. However, they have also contributed to burdening the control and verification procedures (Section which can, in the long run, weigh on the productivity of operations. Despite this strict and protective regulatory framework, creditors do not benefit from complete immunity. In fact, certain forms of cross-border restructuring operations still escape the full coverage of European legislation, thus exposing creditors to areas of uncertainty (Section II). Section I. Administrative formalities that hinder the competitiveness of the European restructuring market. [...]
[...] On the decision-making level, the validation of cross-border operations is now subject to the approval of three-quarters of the voters at the general meeting. In addition, notaries see their prerogatives extended in the context of the prior control to the validation of operations: they are responsible for verifying the compliance of the practices of companies with the legislation of the European Union. If illegal practices are detected or if a stakeholder has been harmed by the operation, the notary is unable to issue the certificate of conformity required44. [...]
