Cross-Border Conversions in the EU: The EU Commission Proposal

Garcimartín Francisco () and Gandía Enrique
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Garcimartín Francisco: Professor of Private International Law at Universidad Autónoma de Madrid.Spain
Gandía Enrique: Assistant Professor of Commercial Law at Universidad Autónoma de Madrid. This paper has been produced within the framework of the research projects “Financiación internacional: función de las garantías mobiliarias” (DER2017-85585-P) and “Financiación y reestructuración como soluciones preconcursales a las situaciones de crisis empresarial: su repercusión en el derecho concursal, societario y de la competencia” (DER2017-84263-P) funded by the Spanish Ministry of Economy and Competitiveness. Authors’ note: Once this article had been sent to the publisher, a Presidency compromise proposal was published in the Council’s register. We have included references to this proposal in the footnotes pointing out the main amendments in comparison with the Commission Proposal. The references are to the Presidency compromise proposal dated 15 January 2019 (Doc. Number 5380/19) ( , last visited: January 2019).Spain

European Company and Financial Law Review, 2019, vol. 16, issue 1-2, 15-43

Abstract: In April 2018, the EU Commission presented a Proposal of Directive -amending Directive 2017/1132- on cross-border conversions, mergers and divisions (“The Proposal”). The Proposal lays down common rules and procedures at the EU level on how a company can move from a Member State to another Member State, merge or divide into two or more new companies across borders. This paper addresses this Proposal focusing mainly on the rules on cross-border conversions. After a brief introduction, Section 2 describes the background of the Proposal and analyses some general questions. Sections 3 through 6 examine the different phases in which a cross-border conversion is structured, with particular attention to the safeguards laid down by the Proposal aimed at the protection of minority shareholders, creditors and employees. Finally, Sections 7 and 8 provide a general assessment of the text and a series of conclusions.

Date: 2019
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DOI: 10.1515/ecfr-2019-0003

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