Select all
1. Has the Mobility Directive been implemented into national law? When will the implementation act come into force? Does the implementation act provide for any transitional periods?
2. What types of cross-border operations are covered (cross-border conversion, cross-border merger via incorporation or acquisition, cross-border division via incorporation or acquisition)? Specifically, does the implementation act also cover cross-border divisions via acquisition? If so, is the availability of cross-border divisions via acquisition limited to specific companies with respect to the number of employees or other criteria?
3. What kind of legal forms of companies are covered by the implementation act? Only corporations (stock corporations, joint stock corporations and limited liability companies) or also partnerships? If the latter, is the application limited to specific partnerships with respect to the number of employees or other criteria?
4. Does the standard procedure for cross-border mergers, divisions and conversion under the implementation act correspond to the standard procedure prescribed by the Directive? If not, in what respects does the standard procedure deviate from the standard procedure prescribed by the Directive?
5. Is there a simplified procedure available under the implementation act in case of intra-group operations? If so, what simplifications apply with regard to the requirements for shareholder approval, the report by the administrative or management body, the audit and report by an independent expert and/or other procedural steps?
6. Do the shareholders have a right to dispose of their shares for cash compensation under the implementation act? In case of merger or division, do the shareholders have the right to dispute the share exchange ratio and request additional cash payments or, alternatively, shares instead of cash payment? What are the procedural requirements for the shareholders to exercise their rights for cash compensation and/or to improve the share exchange ratio? What kind of judicial review is available for the adequateness of the cash compensation and the share exchange ratio? In case a binding decision is made with regard to the share exchange ratio, does the judicial decision also apply to the shareholders who did not object to the exchange ratio?
7. How are creditors protected under the implementation act? More specifically: Under what conditions and within what deadlines can they request collateral for their claims against (i) the transferring entity or the receiving entity (in case of a merger or division) or (ii) the entity changing its legal form (in case of a conversion)? Is the registration of the cross-border operation blocked while creditor claims for collateral are pending in court? Has the requirement for the administrative or management body to submit a declaration of on the current financial status (solvency) been implemented in your national law? In case of cross-border divisions, has the principle of joint liability of the company being divided and the recipient company being implemented?
8. Which information must be provided to the works council and/or the employees about the cross-border merger, division or conversion? What consultation rights apply in this respect (i) under the implementation act and (ii) under general labour law principles of your national law?
9. Have the regulations of the Mobility Directive on employee participation been enacted in your national law? In what respect, if any, do they deviate from the framework set by the Mobility Directive?
10. Are there any procedural or substantive requirements for cross-border operations that are specific to your national law (i.e. beyond the requirements of the Mobility Directive) which are critical with respect to the process or timing of cross-border operations?
11. Which authorities have jurisdiction over reviewing the requirements for cross-border operations (courts, commercial register, notaries)?
12. In which language should the documents for cross-border operations be produced (domestic language/English /multilingual)?
13. Are there any further national structuring options for cross-border operations available under your national law that are outside the scope of the Mobility Directive?