direct ec european parliament council octob cross border merger limit liabil compani text eea relev european parliament council european union regard treati establish european commun articl thereof regard propos commiss regard opinion european econom social committe act accord procedur laid articl treati cooper consolid limit liabil compani member state cross border merger limit liabil compani encount legisl administr difficulti commun view complet function singl market lai commun provis facilit carri cross border merger type limit liabil compani govern law member state direct facilit cross border merger limit liabil compani defin law member state cross border merger nation limit liabil compani limit liabil compani member state nation law relev member state permit merger type compani order facilit cross border merger oper laid direct compani take part cross border merger parti concern remain subject provis formal nation law applic case nation merger provis formal nation law refer made direct introduc restrict freedom establish free movement capit save justifi accord case law court justic requir gener interest proportion attain overrid requir common draft term cross border merger drawn term compani concern member state minimum content common draft term leav compani free agre item order protect interest member common draft term cross border merger complet cross border merger publicis merg compani entri public regist law member state provid draw nation level report common draft term cross border merger expert behalf compani merg order limit expert cost connect cross border merger provis made possibl draw singl report intend member compani take part cross border merger oper common draft term cross border merger approv gener meet compani order facilit cross border merger oper provid monitor complet legal decis make process merg compani carri nation author jurisdict compani monitor complet legal cross border merger carri nation author jurisdict compani result cross border merger nation author question court notari compet author appoint member state concern nation law determin date cross border merger take effect law compani result cross border merger subject order protect interest member legal effect cross border merger distinguish compani result cross border merger acquir compani compani interest legal certainti longer date cross border merger take effect declar merger null void direct prejudic applic legisl control concentr undertak commun level regul ec level member state direct affect commun legisl regul credit intermediari financi undertak nation rule made introduc pursuant commun legisl direct prejudic member state legisl demand inform place central administr princip place busi propos compani result cross border merger employe right right particip remain subject nation provis refer council direct ec juli collect redund council direct ec march safeguard employe right event transfer undertak busi part undertak busi direct ec european parliament council march establish gener framework inform consult employe european commun council direct ec septemb establish european work council procedur commun scale undertak commun scale group undertak purpos inform consult employe employe particip right merg compani circumst set direct nation law member state compani result cross border merger regist offic provid level particip oper relev merg compani includ committe supervisori board decis make power provid entitl exercis right employe establish result cross border merger particip employe compani result cross border merger involv definit right regul end principl procedur provid council regul ec octob statut european compani se council direct ec octob supplement statut european compani regard involv employe basi subject modif deem result compani subject nation law member state regist offic prompt start negoti articl direct view unnecessarili delai merger ensur member state accord articl direct ec purpos determin level employe particip oper relev merg compani account proport employe repres member manag group cover profit unit compani subject employe particip object propos action lai rule common featur applic transnat level suffici achiev member state reason scale impact propos action achiev commun level commun adopt measur accord principl subsidiar set articl treati accord principl proportion set articl direct achiev object accord paragraph interinstitut agreement law make member state encourag draw interest commun tabl illustr correl direct transposit measur make public adopt direct articl scope direct appli merger limit liabil compani form accord law member state regist offic central administr princip place busi commun provid govern law member state hereinaft refer cross border merger articl definit purpos direct quot limit liabil compani quot hereinaft refer quot compani quot mean compani refer articl direct eec compani share capit legal person possess separ asset serv cover debt subject nation law govern condit guarante provid direct eec protect interest member quot merger quot mean oper compani dissolv liquid transfer asset liabil exist compani acquir compani exchang issu member secur share repres capit compani applic cash payment exceed nomin absenc nomin account par secur share compani dissolv liquid transfer asset liabil compani form compani exchang issu member secur share repres capit compani applic cash payment exceed nomin absenc nomin account par secur share compani dissolv liquid transfer asset liabil compani hold secur share repres capit articl provis scope notwithstand articl direct appli cross border merger law member state concern cash payment refer point articl exce nomin absenc nomin account par secur share repres capit compani result cross border merger member state decid appli direct cross border merger involv cooper societi case fall definit quot limit liabil compani quot laid articl direct appli cross border merger involv compani object collect invest capit provid public oper principl risk spread unit holder request repurchas redeem directli indirectli asset compani action compani ensur stock exchang unit vari significantli net asset regard equival repurchas redempt articl condit relat cross border merger save provid direct cross border merger type compani merg nation law relev member state compani take part cross border merger compli provis formal nation law subject law member state enabl nation author oppos intern merger ground public interest applic cross border merger merg compani subject law member state provis appli extent articl regul ec applic provis formal refer paragraph includ decis make process relat merger take account cross border natur merger protect creditor merg compani debentur holder holder secur share employe right govern articl member state case compani particip cross border merger govern law adopt provis design ensur protect minor member oppos cross border merger articl common draft term cross border merger manag administr organ merg compani draw common draft term cross border merger common draft term cross border merger includ particular form regist offic merg compani propos compani result cross border merger ratio applic exchang secur share repres compani capit amount cash payment term allot secur share repres capit compani result cross border merger repercuss cross border merger employ date hold secur share repres compani capit entitl holder share profit special condit affect entitl date transact merg compani treat account purpos compani result cross border merger right confer compani result cross border merger member enjoi special right holder secur share repres compani capit measur propos special advantag grant expert examin draft term cross border merger member administr manag supervisori control organ merg compani statut compani result cross border merger inform procedur arrang involv employe definit right particip compani result cross border merger determin pursuant articl inform evalu asset liabil transfer compani result cross border merger date merg compani account establish condit cross border merger articl public common draft term cross border merger publish manner prescrib law member state accord articl direct eec merg compani month date gener meet decid thereon merg compani subject addit requir impos member state compani concern subject particular publish nation gazett member state type regist offic merg compani regist document refer articl direct eec file respect merg compani number entri regist indic merg compani arrang made exercis right creditor minor member merg compani address complet inform arrang obtain free charg articl report manag administr organ manag administr organ merg compani draw report intend member explain justifi legal econom aspect cross border merger explain implic cross border merger member creditor employe report made member repres employe repres employe month date gener meet refer articl manag administr organ merg compani receiv good time opinion repres employe provid nation law opinion append report articl independ expert report independ expert report intend member made month date gener meet refer articl drawn merg compani depend law member state expert natur person legal person altern expert oper behalf merg compani independ expert appoint purpos joint request compani judici administr author member state merg compani compani result cross border merger approv author examin common draft term cross border merger draw singl written report member expert report includ particular provid articl council direct eec octob merger public limit liabil compani expert entitl secur merg compani inform discharg duti examin common draft term cross border merger independ expert expert report requir member compani involv cross border merger agre articl approv gener meet take note report refer articl gener meet merg compani decid approv common draft term cross border merger gener meet merg compani reserv make implement cross border merger condit express ratif arrang decid respect particip employe compani result cross border merger law member state requir approv merger gener meet acquir compani condit laid articl direct eec fulfil articl pre merger certif member state design court notari author compet scrutinis legal cross border merger part procedur concern merg compani subject nation law member state concern author refer paragraph issu delai merg compani subject state nation law certif conclus attest proper complet pre merger act formal law member state merg compani subject procedur scrutinis amend ratio applic exchang secur share procedur compens minor member prevent registr cross border merger procedur appli merg compani situat member state provid procedur explicitli accept approv draft term cross border merger accord articl possibl member merg compani recours procedur initi court jurisdict merg compani case author refer paragraph issu certif refer paragraph procedur commenc certif procedur pend decis procedur bind compani result cross border merger member articl scrutini legal cross border merger member state design court notari author compet scrutinis legal cross border merger part procedur concern complet cross border merger format compani result cross border merger compani creat cross border merger subject nation law author ensur merg compani approv common draft term cross border merger term arrang employe particip determin accord articl end merg compani submit author refer paragraph certif refer articl month issu common draft term cross border merger approv gener meet refer articl articl entri effect cross border merger law member state jurisdict compani result cross border merger subject determin date cross border merger take effect date scrutini refer articl carri articl registr law member state jurisdict merg compani subject determin respect territori state arrang accord articl direct eec publicis complet cross border merger public regist compani requir file document registri registr compani result cross border merger notifi delai registri compani requir file document cross border merger effect delet registr applic effect receipt notif articl consequ cross border merger cross border merger carri laid point articl date refer articl consequ asset liabil compani acquir transfer acquir compani member compani acquir member acquir compani compani acquir ceas exist cross border merger carri laid point articl date refer articl consequ asset liabil merg compani transfer compani member merg compani member compani merg compani ceas exist case cross border merger compani cover direct law member state requir complet special formal transfer asset right oblig merg compani effect parti formal carri compani result cross border merger right oblig merg compani aris contract employ employ relationship exist date cross border merger take effect reason cross border merger take effect transfer compani result cross border merger date cross border merger take effect share acquir compani exchang share compani acquir held acquir compani person act behalf compani acquir person act behalf articl simplifi formal cross border merger acquisit carri compani hold share secur confer vote gener meet compani compani acquir articl point point appli articl appli compani compani acquir cross border merger acquisit carri compani hold share secur confer vote gener meet compani compani acquir report independ expert expert document scrutini requir extent nation law govern acquir compani compani acquir requir articl employe particip prejudic paragraph compani result cross border merger subject rule forc employe particip member state regist offic rule forc employe particip member state compani result cross border merger regist offic appli merg compani month public draft term cross border merger refer articl averag number employe exce oper employe particip system mean articl direct ec nation law applic compani result cross border merger provid level employe particip oper relev merg compani measur refer proport employe repres member administr supervisori organ committe manag group cover profit unit compani subject employe represent provid employe establish compani result cross border merger situat member state entitl exercis particip right enjoi employe emploi member state compani result cross border merger regist offic case refer paragraph particip employe compani result cross border merger involv definit right regul member state mutati mutandi subject paragraph accord principl procedur laid articl regul ec provis direct ec articl subparagraph indent subparagraph articl point articl articl articl subparagraph point subparagraph purpos direct percentag requir articl subparagraph point direct ec applic standard rule contain part annex direct rais articl articl part annex point regul principl procedur refer paragraph member state confer relev organ merg compani choos prior negoti directli subject standard rule particip refer paragraph laid legisl member state compani result cross border merger regist offic abid rule date registr confer special negoti bodi decid major third member repres third employe includ vote member repres employe member state open negoti termin negoti open reli rule particip forc member state regist offic compani result cross border merger situat case prior negoti standard rule particip appli notwithstand rule determin limit proport employe repres administr organ compani result cross border merger merg compani employe repres constitut administr supervisori board limit result lower proport employe repres administr organ extens particip right employe compani result cross border merger emploi member state refer paragraph entail oblig member state choos employe account calcul size workforc threshold give rise particip right nation law merg compani oper employe particip system compani result cross border merger govern system accord rule refer paragraph compani oblig legal form allow exercis particip right compani result cross border merger oper employe particip system compani oblig measur ensur employe particip right protect event subsequ domest merger period year cross border merger effect appli mutati mutandi rule laid articl articl valid cross border merger effect provid articl declar null void articl review year date laid paragraph articl commiss review direct light experi acquir appli propos amend articl transposit member state bring forc law regul administr provis compli direct decemb member state adopt measur refer direct accompani refer occas offici public method make refer laid member state articl entri forc direct enter forc dai public offici journal european union articl addresse direct address member state strasbourg octob european parliament presid borrel fontel council presid alexand oj opinion european parliament publish offici journal council decis septemb council regul ec januari control concentr undertak ec merger regul oj oj oj oj oj direct amend direct ec oj oj regul amend regul ec oj oj oj council direct eec march coordin safeguard protect interest member requir member state compani mean paragraph articl treati view make safeguard equival commun oj direct amend act access oj direct amend act access