Legal Perspectives on the Scope of the Tenth Company Law Directive on Cross-Border Mergers

Abstract

This paper will try to analyze the most important aspects of the scope of Directive 2005/56 on cross-border mergers of limited liability companies (Tenth Company Law Directive, hereinafter Cross-border Mergers Directive) - (Directive 2005/56 on cross-border mergers of limited liability companies [2005] OJ L310/1). We will try to examine which categories of companies and what kind of transactions fall within the scope of the provisions of the Cross-border Mergers Directive. Cross-border mergers constitute a very efficient method of corporate restructuring which could contribute subsequently to the strengthening of the internal market. After many years of negotiations, the Cross-border Mergers Directive was finally adopted in December 2005. The European Commission strongly believed that it is therefore necessary, with a view to the completion and functioning of the single market, to lay down Community provisions to facilitate the carrying-out of cross-border mergers between various types of limited liability company governed by the laws of different Member States (Recital 1, Preamble of the Cross-border Mergers Directive).