Past Event

Restructuring Within Europe Made Easier – The EU’s New Mobility Directive

Wed. November 29, 2023 08:30 am - 10:30 am !Troutman Pepper Offices New York, NY 10022

By the end of January this year, member states of the EU/EEA were obliged to transfer the requirements of the EU Mobility Directive into national law. The directive expands the legal framework for cross-border mergers in the fields of demerger and changes of legal form.

Whereas cross-border mergers have been possible before, the de-merger or conversion of legal form across borders have been lacking a solid European codification. With the implementation of the EU Mobility Directive this will change significantly. Together with the ongoing digitization of communication between registry offices in Europe, these changes will lead to a much more legally secure conversion of a company into a legal form of another EU country whilst retaining its legal personality without any dissolution, winding up or liquidation necessary.

This ensures greater flexibility and legal certainty for US companies and their subsidiaries when restructuring in the European market. The panel will introduce you to different aspects of the new legal framework, to the opportunities it will open up, as well as the regulations to be observed with regard to the protection of creditors, minority shareholders and employees.

AGENDA items include:
• Status quo ante: cross-border conversions based on the European Court of Justice's rulings on the freedom of establishment
• Real seat theory and incorporation theory
• Update on the implementation process and examples of implementation in certain member states
• Scope of the Directive: which companies will benefit?
• Motives for and necessary steps to perform a cross-border demerger or conversion
• Uncertainties in the time schedule of planned cross-border transformations
• Protection of creditors
• Will there be a Delaware effect due to the easier change of legal form and a competition between legal systems?
• Examination by the responsible registry courts/offices: abuse control
• Co-determination law and four-fifths rule