Newsalert - Directive (EU) no. 2019/2121 on cross-border transformations, mergers and demergers has been published on the Official Journal of the European Union
Directive (EU) no. 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) no. 2017/1132 as regards cross-border transformations, mergers and demergers has been published on the Official Journal of the European Union of 12 December 2019.
The provisions of the Directive, briefly summarized below, will have to be transposed by Member States within January 31st, 2023.
The new Directive first introduces a comprehensive regulation on cross-border transformations and demergers, giving answer to certain former practice issues related to the lack of a systemic regulation in this field.
Furthermore, the new Directive provides for additional rules on cross-border mergers involving companies established in EU Member States, introducing stronger protections for creditors and minorities and significantly simplifying the relevant procedure. For example, it is specifically provided the possibility to waive the report for the shareholders, with their consent, and the information procedure for employees, if the company does not have any employee.
The new Directive also establishes procedures aimed at verifying the legitimacy of cross-border transactions, on the basis of which the domestic authorities will be allowed to prevent the transaction if aimed at circumventing national or European laws or if intended for criminal purposes.
Finally, also in this area of corporate law, the European legal framework will grant operators with the possibility to use digital tools and processes, for example by completing online relevant formalities, such as the issuance of the pre-merger certificate.