European Cross-Border Reorganisations Law and Practice

The most comprehensive guide to all techniques available to companies considering merger of two or more European companies,European Cross-Border Reorganisations: Law and Practiceis the ideal reference tool for lawyers, auditors 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 reorganization techniques, such as the creation of a Societas Europaea, a partial de-merger, a hive down of some branches of activity or the transfer of a corporate seat, providing a guide to the best possible solution for a practitioner's client. Complete with a global comparative table of the key provisions written by local lawyers,European Cross-Border Reorganisations: Law and Practiceis an easy-to-use reference work for legal, tax and audit professionals involved in mergers.

Jérôme VERMEYLEN, ALTIUS, Avenue du Port 86C, B.414, 1000 Brussels, Belgium, Tel: +32 2 426 14 14, Fax: +32 2 426 20 30, e-mail: jerome.vermeylen@altius.com

Jérôme 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 Tübingen and High Court of Düsseldorf, Germany (DAAD Special Programme in German Law, 1996), and the University of Brussels, Belgium (Special Degree in Corporate Law, cum laude 2000). Jérôme 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. Jérôme is a member of AIJA, the German-Belgian-Luxembourg Chamber of Commerce (Debelux), and the Belgo-Indian Chamber of Commerce & Industry (BICC&I).

Ivo VANDE VELDE, Tiberghien, Avenue du Port 86C, B.419, 1000 Brussels, Belgium, Tel: +32 2 773 40 00, Fax: + 32 2 773 40 55, e-mail: ivo.vandevelde@tiberghien.com

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.

Part I: EU Legal Framework
1. The Cross-Border Merger Directive, Jerome Vermeylen
2. The EU Corporate Framework for Other Types of Cross-Border Reorganisations, Marie Brasseur and Jerome Vermeylen
3. The EU Tax Framework for Cross-Border Reorganisations Within the EU, Ivo Vande Velde
4. Employee Participation Schemes and EU Employment Rules for Cross-Border Reorganisations
Part II: Cross-Border Reorganisations at the National Level
5. Belgium, Jerome Vermeylen, Ivo Vande Velde and Sven Demeulemeester
6. Czech Republic, David Nevesely
7. France, John Flanigan, Katell Deniel-Allioux, Sandra Hazan and Thierry Renaud de la Faverie
8. Germany, Stefan Simon, Daniel Rubner, Ingo Stangl and Mattias Grundke
9. Hungary, Ulrike Rein and Mihaly Barcza
10. Ireland, Peter Maher, Paul Fahy, James Grennan and Ian Moore
11. Italy, Rosario Zacca and Luciano Acciari
12. Luxembourg, Pit Reckinger, Leon Gloden and Dirk Richter
13. The Netherlands, Hugo Reumkens, Ewout van Asbeck and Els de Wind
14. Poland, Marek Wroniak and Andrzej Debiec
15. Spain, Ignacio Corbera Dale, Albert Collado Armengol and Misi Borras
16. Sweden, Per Hedman and Johanna Nilsson
17. United Kingdom, Nick Parden
Part III: Global Overview - Comparative Table