This edited volume focuses on specific, crucially important structural measures that foster corporate change, namely cross-border mergers. Such cross-border transactions play a key role in business reality, economic theory and corporate, financial and capital markets law. Since the adoption of the Cross-border Mergers Directive, these mergers have been regulated by specific legal provisions in EU member states. This book analyzes various aspects of the directive, closely examining this harmonized area of EU company law and critically evaluating cross-border mergers as a method of corporate restructuring in order to gain insights into their fundamental mechanisms. It comprehensively discusses the practicalities of EU harmonization of cross-border mergers, linking it to corporate restructuring in general, while also taking the transposition of the directive into account. Exploring specific angles of the Cross-border Mergers Directive in the light of European and national company law, thebook is divided into three sections: the first section focuses on EU and comparative aspects of the Cross-border Mergers Directive, while the second examines the interaction of the directive with other areas of law (capital markets law, competition law, employment law, tax law, civil procedure). Lastly, the third section describes the various member states’ experiences of implementing the Cross-border Mergers Directive.
Tabella dei contenuti
Part I General Aspects of the Cross-border Mergers Directive – EU Perspectives.- An Overview of the Cross-border Mergers Directive.- Cross-border Mergers to implement Reincorporations in the EU: An Essay on the Uncertain Features of Companies’ Mobility.- An Empirical Research on Cross-border Mergers at EU Level.- Alternatives to Cross-border Mergers in the EU: Why Share Purchase Agreements Remain More Popular?.-
Part II The Relationship of the Cross-border Mergers Directive with other Areas of Law.- Unions’ Freedom to establish and provide Services: A Balance of Power in Cross-border Mergers?.- Tax Mergers Directive: Basic Conceptualisation.- With and Without Prejudice: on the Ease of Cross-border Mergers for Large Multinational Firms and SMEs in the Context of Competition Law.- Cross-border Mergers and Disclosure of Inside Information.- Cross-border Mergers and Cross-border Takeovers.- The Role of Litigation in Cross-border Mergers.- Shareholders’ (Derivative) Suits Against Corporate Directors, Following Cross-border Mergers: A Functioning Remedy Within the EU?.- Civil Procedure Harmonization in Cross-border Mergers.-
Part III National Experiences from the Imple
mentation of the Directive in the Company Law of some Member States.- Cross-border Mergers and Acquisitions in France: Towards a more Facilitated Regime?.- Cross-border Mergers – the Danish Experiences.-Experiences from the Implementation of the Cross-border Mergers Directive in Spain.- Cross-border Mergers Directive and its Impact in the UK.- The Protection of Minority Shareholders in Cross-border Mergers: The Case of Italy.- The Implementation of the Cross-border Mergers Directive in Luxembourg – A Critical Assessment.- Implementation of the Cross-border Mergers Directive in the Netherlands: Main Characteristics and some Experience.- The Implementation of the Cross-border Mergers Directive (2005/56/EC) in Germany – A Story of Insufficiencies and (Better) Alternatives.-Experiences from the Implementation of the Cross-border Mergers Directive in Greece and Cyprus.-Appraisal Rights in the US and the EU.
Circa l’autore
Dr. Thomas Papadopoulos is an Assistant Professor of Business law at the Department of Law of the University of Cyprus. He received his DPhil in Law from the Faculty of Law, University of Oxford, UK (2010). He received a degree of Magister Juris (MJur, 2006) and a degree of MPhil in Law (2007) from the Faculty of Law, University of Oxford, UK. He also received his LLB with Distinction (ranked 1st) from the Department of Law, Aristotle University of Thessaloniki, Greece (2005). Previously, he was a visiting researcher at Harvard Law School, USA (2009-10). He is also a Visiting Professor at the International Hellenic University (Thessaloniki, Greece) and an Attorney at law (Greece). Moreover, he is an Editorial Secretary of the European Company Law (ECL) Journal. He was awarded the “Cyprus Research Award-Young Researcher (2014)” of the Research Promotion Foundation of the Republic of Cyprus (category of ‘Social Sciences & Humanities’). This distinction was awarded on the basis of his research on Takeovers and Mergers and was accompanied by a research grant. He is the Project Coordinator of the Research Project “Takeovers and Mergers in European, Cypriot and Greek Company Law”, which is financed by the Research Promotion Foundation of the Republic of Cyprus. He is the author of the following monograph: Thomas Papadopoulos ‘EU Law and the Harmonization of Takeovers in the Internal Market’, European Monographs Series, 2010, Kluwer. His articles were published in many top international law journals.
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