Cross-border Divisions of Limited Liability Companies by Acquisition - or: Can We Do Without a Directive?

Abstract

The Mobility Directive has inserted a special EU legal framework for cross-border divisions into Title II Chapter IV of the Company Law Directive (CLD) – but only for cross-border divisions by formation of new companies, not for cross-border divisions by acquisition. This paper analyses the consequences of the exclusion of cross-border divisions by acquisition from the scope of the CLD, how various Member States have dealt with it when implementing the Mobility Directive and whether the scope of the CLD should be extended to cross-border divisions by acquisition de lege ferenda.

Keywords: Company Law Direc ve, CLD, cross-border divisions, freedom of establishment