CMS e-Guide: Guide to Cross-Border Merger 2014

Cross-border mergers are attractive, particularly to multinationals with several corporate entities spread across Europe. By creating a single entity with several branches, businesses can potentially simplify legal and administrative structures, minimise levels of risk, free up cash and cut costs.

Cross-border mergers benefit from the EU Directive on Cross-Border Mergers and the national transformation legislation. Such legislation offers a less cumbersome, common legal framework to facilitate mergers across EU Member States. However, there are still significant national variations in many aspects of a cross-border merger which require being synchronized for the successful implementation of a cross-border merger. Despite these practical complexities, the harmonised framework has proven to be highly attractive for shareholders, as cross-border mergers governed by the Directive almost tripled between the years 2008 to 2012.

The experts of the CMS Corporate Group have put together a second edition of the CMS Guide to Cross-Border Merger which offers a comprehensive overview of the legal and fiscal requirements and consequences of cross-border mergers in Europe. Including now also Croatia and Portugal, the Guide covers relevant aspects of corporate, labour and tax law in 19 European countries. It is an excellent planning tool for project teams involved in cross-border mergers, in particular in-house counsels, for implementing a successful cross-border merger transaction, including the following:

• the types of company that can participate in a cross-border merger;
• the documents to be prepared, their material content and formal requirements;
• internal responsibilities, competent authorities and other external parties involved;
• essential timing and publication requirements;
• major tax consequences;
• implementation of the applicable scheme of employee representation on supervisory boards, as well as other notification and consultation requirements vis-à-vis employee representation bodies.

The Guide has been published as online version as an e-Guide offering the possibilities to browse, mark up and comment the Guide for personal use.

The Guide comes along with the practical and unique Online Planner. The Online Planner allows businesses to visualize timelines for the jurisdictions involved in a cross-border merger project and to harmonize them with regard to certain milestones in order to develop an adjusted project plan for a merger project.

To learn more about the CMS Guide to Cross-Border Merger 2014 or if you wish to request access to our e-Guide and the Online Planner, please send an email to crossbordermerger@cmslegal.com or contact Claus-Peter Fabian, Partner at CMS.