Chaos days and tragedy in EU legislation making on cross-border corporate mobility?
| Published date | 01 February 2018 |
| Date | 01 February 2018 |
| Author | Thomas Biermeyer,Marcus Meyer |
| DOI | 10.1177/1023263X18767801 |
| Subject Matter | Editorial |
Editorial
Chaos days and tragedy in EU
legislation making on cross-
border corporate mobility?
Thomas Biermeyer* and Marcus Meyer**
For some time now, it has been unofficially known that the European Commission is working on a
legislative proposal on cross-border corporate operations, called the ‘Corporate Mobility Package’.
The package is said to cover cross-border mergers, currently part of Directive 2017/1132,
1
cross-
border divisions and cross-border seat transfers. The two latter corporate operations are currently
not harmonized on the European Union level but are only possible between Member States that
allow for these operations based on national legislation.
Whilst efforts harmonizing legislation on cross-border divisions are relatively new, efforts to
enact EU legislation on cross-border seat transfers reach back a long time, and have been, inter alia,
also known as the envisaged 14th Company Law Directive.
2
The reasons why legislative efforts in
the area of cross-border mobility are necessary – but also complex – are twofold: first, there are
important risks involved for different stakeholders, such as shareholders, creditors and employees,
which necessitate specific protection.
3
Second, opinions differ between Member States concerning
*Maastricht University, Wildgen
**Maastricht University
Corresponding author:
Marcus Meyer, Maastricht University Faculteit der Rechtsgeleerdheid, Bouillonstraat 1-3, Maastricht, 6200 MD,
Netherlands.
E-mail: marcus.meyer@maastrichtuniversity.nl
1. Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of
company law, [201] OJ L 169/46.
2. See inter alia S. Rammeloo, ‘The 14th EC Company Law Directive on the Cross-Border Transfer of the Registered
Office of Limited Liability Companies – Now or Never?’, 15 Maastricht Journal of European and Comparative Law
(2008); G.J. Vossestein, ‘Transfer of the registered office: The European Commission’s decision not to submit a pro-
posal for a Directive’, 4 Utrecht Law Review (2008); E. Regner, Report with recommendations to the Commission on a
14th company law directive on the cross-border transfer of company seats (2011/2046(INI) (2012); C. Cathiard,
‘European Added Value Assessment on a Directive on the cross-border transfer of company seats’, EAVA 3/2012.
3. See T. Biermeyer, Stakeholder Protection in Cross-Border Seat Transfers in the EU (WLP, 2015).
Maastricht Journal of European and
Comparative Law
2018, Vol. 25(1) 3–6
ªThe Author(s) 2018
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DOI: 10.1177/1023263X18767801
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