Examples of using Cross-border merger in English and their translations into Polish
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Difficulties of cooperation between business registers in cross-border merger and seat transfer procedures.
A cross-border merger carried out as laid down in Article 118(2)(a) and(c) shall, from the date referred to in Article 128, have the following consequences.
Difficulties of cooperation between registers in cross-border merger and seat transfer procedures.
The common draft terms of a cross-border merger Ö should Õ be drawn up in the same terms for each of the companies concerned in the various Member States.
The amendments to Directive 2005/56/EC10 aim to improve a cooperation framework between business registers in cross-border merger procedures.
According to the amended law, the cross-border merger mechanism is similar to the domestic merger procedure.
Option B2: Recommend detailed rules for business registers on the method of cooperation in cross-border merger and seat transfer procedures.
It takes place in each cross-border merger, irrespective of the“nationality” of merging companies, registered seat of the acquiring or newly founded company or the number of employees.
The difficulties of cooperation between business registers in cross-border merger and seat transfer have a negative impact on legal certainty.
Our economic analyses show that the level of complexity of the cross-border transfer procedure would be comparable to that of the cross-border merger procedure.
The cross-border cooperation of business registers in cross-border merger and seat transfer procedures is required explicitly by EU legislation.
Option B3: Lay down legal requirements specifying the technical details of the cooperation between business registers in cross-border merger and seat transfer procedures.
The possibility to use the SE form as a means to conduct a cross-border merger was considered an important driver until the entry into force of the Cross-border Merger Directive.
The law applicable to public limited-liability companies concerning the draft terms of a merger shall apply by analogy to the cross-border merger of cooperatives for the creation of an SCE.
Advising an American capital group on the cross-border merger between a German bank in the group and a Polish company Advising on the division by spinoff of an acquirer and its sale to an investor.
For example, regarding cooperatives, Member States can establish national provisions allowing their supervisory authorities to oppose a cross-border merger when forming a European Cooperative Society.
In a cross-border merger, the employees must have an opportunity to participate in the merger procedure and in the governance of the new company-typically by having an influence on the composition of the supervisory board.
Option B4: Lay down legal requirements for cooperation andspecify the technical details in cross-border merger and seat transfer procedures in a delegated act/governance agreement.
Advising on employment matters in connection with a cross-border merger of companies, including the process for selection of employee representatives, members of a special negotiating team for the cross-border company, and the employee representative in the governing bodies of the company.
Where the 1989 and 2005 directives are concerned, the changes relate to the unique identifier of branches orlimited liability companies that have undergone a cross-border merger and to the requirement for the electronic compatibility of other registration activities.
The case concerned a cross-border merger of companies(a Cypriot company was acquired by a Polish limited liability company whose share was then redeemed), however, the rules for determining the tax deductible costs confirmed by SAC, could be also applicable in the case of a merger of Polish capital companies.
Since the interests of the unit-holders of the UCITS which continues to exist after the merger(the receiving UCITS) also need to be adequately safeguarded,they should be taken into account by the competent authorities of the merging UCITS' home Member State when approving a cross-border merger.
Paragraph 1 of the Article contains a smaller modification making clear that business registries send each other notifications by electronic means in cross-border merger procedures and empowers the Commission to determine in delegated acts the technical details of the communication between the registers.
In order to facilitate cross-border merger operations, it should be Ö specified Õ that, unless this Directive provides otherwise,each company taking part in a cross-border merger, and each third party concerned, remains subject to the provisions and formalities of the national law which would be applicable in the case of a national merger. .
The issues around the interconnection of business registers can be grouped in three different sections: lack of up-to-date business information in theregister of foreign branches, the difficulties of cooperation in cross-border merger and seat transfer procedures and difficult cross-border access to business information.
The registry for the registration of the company resulting from the cross-border merger shall notify, without delay, through the electronic network referred to in Article 4a of Directive 2009/101/EC,the registry in which each of the companies was required to file documents that the cross-border merger has taken effect.
As regards the limited methods of creation,participants to the conference and the consultation mentioned especially the lack of possibility to create an SE directly by private limited liability companies by means of cross-border merger or transformation and the lacking possibility to create an SE by way of division as areas where adjustments could be considered.
The registry for the registration of the company resulting from the cross-border merger shall notify, through the system of interconnection registers established in accordance with Article 21(2) and without delay,the registry in which each of the companies was required to file documents that the cross-border merger has taken effect.
A capital company or ajoint-stock limited partnership may merge with aforeign company established under the laws of another member state of the European Union or the European Economic Area with its registered office,central administration or principal place of business in the EU or EEA(cross-border merger), but ajoint-stock limited partnership may not be the acquirer or the company newly formed pursuant to the merger. .
Where a cross-border merger by acquisition is carried out by a company which holds 90% or more but not all of the shares and other securities conferring the right to vote at general meetings of the company or companies being acquired, reports by an independent expert or experts and the documents necessary for scrutiny shall be required only to the extent that the national law governing either the acquiring company or the company being acquired so requires, in accordance with Directive 78/855/EEC.