EP adopted Cross-Border Mergers Directive

10 May 2005

The European Parliament adopted the proposal to facilitate cross-border mergers between EU companies with share capital. Parliament agreed on the general principle of the application of national law for mergers between companies of different Member States. The directive sets up a simple legal framework avoiding the winding up of the acquired company, and aims to increase transparency and legal certainty by approximating cross-border merger procedures with domestic ones.

The directive covers all limited liability companies, with the exception of undertakings for collective investment in transferable securities (UCITS). The text contains special provisions as regards cooperative societies. Given the very diverse types of cooperatives in the EU, Member States have the possibility to exclude them from taking part of cross-border mergers for a limited period of five years and under the control of the European Commission.

Members of the European Parliament were particularly concerned about the protection of employees' rights to information, consultation and participation. They adopted amendments to ensure that if a new merged company fails to give workers the same rights as one of the merging companies, the participation of employees is subject to negotiations according to rules provided in the rules of the European Company Statute.

Statement Charlie McCreevy

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