Freedom of Establishment and Cross-Border Mobility for Companies in the EU

Cross-border mergers, conversions and divisions after Directive (EU) 2019/2121

This book is the first to provide a critical, updated, and comprehensive study of the evolution of the freedom of establishment for companies through a systematic analysis of cross-border mobility within the internal market following Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019, amending Directive (EU) 2017/1132 regarding transformations, mergers, and divisions.

This volume provides an up-to-date, comprehensive and critical analysis of the evolvement of the freedom of establishment for companies, including a systematic approach to cross-border mobility in the internal market after Directive (EU) 2019/2121 of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions. The book Freedom of Establishment and Cross-Border Mobility of Companies in the EU aims at offering insightful coverage of the harmonized regime on cross-border conversions, mergers, and divisions.

Part I assesses the current state of development of the freedom of establishment and anticipates the path forward in terms of market integration. Chapters 1 to 4 cover the different sides of the freedom of establishment of companies both from a ratione materiae (Chapters 1 and 2) and ratione personae (Chapters 3 and 4) perspective. Against the backdrop of Part I, Part II thoroughly examines Directive (EU) 2019/2121. All three operations cross-border conversions, mergers, and divisions are considered. Chapters 5 and 6 are devoted to cross-border conversions. Chapters 7 and 8 separately investigate cross-border mergers and divisions. The book also reviews each of the stakeholder protection mechanisms contained in Directive (EU) 2019/2121, namely, creditors (Chapter 9), shareholders (Chapters 10 and 11), and employees (Chapter 12).

The books is addressed at scholars, advanced students, practitioners, and policymakers both at the EU and at the domestic level. Any interested party in the field of company law, in the evolvement of the freedom of establishment, and that of the internal market as a whole may find it valuable.

Functional and Comparative Analysis of Cross-border Transformation, Merger, and Division.

Dual perspective, first evaluating the freedom of establishment in its current configuration, and then examining each of the relevant aspects concerning the new regulation of the three cross-border company mobility operations.