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EU Mergers Directive

EU Mergers Directive. Regulations: Are of general application, binding in their entirety and directly applicable in all Member States Directives: Binding on Member States in terms of result but method of implementation is left to national governments . . Aim of the Merger Directive.

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EU Mergers Directive

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  1. EU Mergers Directive • Regulations: Are of general application, binding in their entirety and directly applicable in all Member States • Directives: Binding on Member States in terms of result but method of implementation is left to national governments.

  2. Aim of the Merger Directive • Eliminate obstacles to the functioning of the internal market. • Remove restrictions, disadvantages or distortions arising from tax provisions in Member States • Whereby enterprises can increase productivity and improve their international competitive strength.

  3. Structure of the Directive • Recitals • Articles • Annex

  4. The effect of the Directive • Asset tier: No gain/no loss • Shareholder Tier: Stand in Shoes • Foreign PEs: A charge can arise subject to notional credit

  5. Implementation in 1991 • Transfer of Assets • Conversion of branch into a subsidiary • Share exchanges

  6. Changes since 1991 • F(No 2)A 2005: Societas Europaea • FA 2007: Section 110/SI 2007/3186 • Mergers • Partial Divisions • Transparent Entities • SCEs

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