The European Directive on Cross-Border Mergers: An International Model?

Abstract:     
In 2005 the European Union adopted a Directive on Cross-Border Mergers, which Member States have to implement until 15 December 2007. This Directive is not only interesting for European lawyers because it addresses general problems of cross-border mergers and could therefore also become an international model for its regulation. The first part of my article outlines possible solutions for the conflict of different laws that can arise with cross-border mergers. The second part deals with the existing law on cross-border mergers in the Member States of the European Union, which, in many situations, can make cross-border mergers difficult or even impossible. As the new European Directive is therefore necessary, its history, its applicability, its basic regulatory approach, and its compromise on employees' co-determination are discussed in the third part. The fourth part addresses the likely impact of the Directive, in particular, its effect on regulatory competition. Moreover, possible alternatives and obstacles to the new Directive are examined. Finally, I return to the question of how far and in what ways the new European law on cross-border mergers could be seen as an international model.

Number of Pages in PDF File: 24

Keywords: company law, corporate law, mergers, cross-border mergers, conflict of laws, co-determiniation

JEL Classification: K12, K22, K31

Accepted Paper Series