Mergers and Acquisitions in Europe Selected Issues and Jurisdictions

Name: Mergers and Acquisitions in Europe Selected Issues and Jurisdictions | The Comparative LawYearbook of International Business, Special Issue, 2011, Volume A.
Brand: Kluwer Law International
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The Comparative LawYearbook of International Business, Special Issue, 2011, Volume A.

Kluwer Law International (Verlag)

Erschienen am 22. September 2011

544 Seiten

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Inhalt

Cover
Half Title Page
Title Page
Copyright Page
Table of Contents
Editor's Note
Selected Issues
Characteristics of Asset Deals in Austrian Law
Introduction
Definition of "Undertaking"
Acquisition and Continuation of an Undertaking
In General
Acquisition of an Undertaking
Continuing Operations
Parts of an Undertaking
Business-Related Legal Relationships and Personal Legal Relationships
Legal Relationships under Public Law
Time of Transfer of Legal Relationships
Obligation to Inform
Right to Object
Buyer's Liability and Exclusion of Liability
Buyer's Liability and Exclusion of Liability
Buyer's Liability and Exclusion of Liability
Seller's Liability
Buyer's Liability under Law
Liability under Section 1409 of the Austrian Civil Code
Tax Liabilities
Liability for Social Security Contributions
Liability for Construction Workers' Schemes
Liability for Public Law Commitments
Liability for Employment Relationships
Conclusion
Crossborder Mergers and Acquisitions Demystified
Introduction
Pre-Contractual Considerations
In General
Keep the Bigger Picture in Mind
Nationalism
Cultural Awareness Issues
Manage the Mayhem
The Pre-Deal Paperwork
Evaluate the Real Value
Establish the Structure
Dealing Out the Dosh
Digging Up the Dirt
Win Over the Competition Regulators
Economic Climate
Negotiating and Drafting the Deal Documentation
Learning the Lingo
Contractual Protection
The Return of the Competition Regulators
Choose the Governing Law
An Effective Dispute Resolution Clause
In General
To Litigate or to Arbitrate?
A Decision to Litigate
A Decision to Arbitrate
Complex Clauses for Complex Contracts
Post-Deal Considerations
Post-Completion Integration
Post-Completion Due Diligence
Tactics in Dispute Resolution
Conclusion
Intellectual Property-Driven Crossborder Mergers and Acquisitions in Italy
Introduction
Intellectual Property Assets
In General
Patents and Rights on Innovations
Validity Requirements for Patents
Pharmaceutical Patents and Complementary Certificate
Registered and Non-Registered Designs
Utility Models
Know-How
New Plant Varieties
Trade Marks
Collective Trade Marks
Geographical Indications
Domain Names
Copyright
Protection Provided for Creative Works
Intellectual Property Due Diligence
In General
Information Available from Public Sources
Confidential Information from the Target Company
Data Room
Objectives of Due Diligence
Patents
Inventions Performed by Employees
Trade Marks
Know-How
Copyright
Licenses
Charges and Limitations to the Transfer of Intellectual Property Assets
Valuation of the Intellectual Property Portfolio
Information Technology Due Diligence
Financial, Valuation, and Tax Aspects
Financial Statements Analysis
Valuation of Intellectual Property Assets
Tax on Intellectual Property-Driven Transactions
Merger and Acquisition Agreement and Transfer of Intellectual Property Assets
In General
Representations and Warranties
Indemnification Rights
Completion, Formalities, and Issues
In General
Ancillary Agreements
Conclusion
Mergers and Acquisitions in the Czech Republic
Introduction
Selected Types of Crossborder Transactions
Crossborder Mergers
Crossborder Demergers
Societas Europaea
Overview of the Crossborder Merger Process
Legal Framework
Applicability
Project Preparation
Project Requirements
Management Report
Expert Report
Project Approval
Additional Payments
Process Certificate
Certificate of Legality
Legal Effects
Simplified Procedure
Legal and Tax Consequences
Tax Aspects
Forms of Mergers under the Income Taxes Act
Scope of a Favorable Regime
Tax Neutrality
Valuation Differences
Asset Valuation for Tax Purposes
Depreciation for Income Tax Purposes
Carryover of Provisions and Reserves
Carryover of Tax Losses and Deductible Research and Development Expenses
Limiting Conditions
Corporate Income Tax Returns
Employees' Rights in Connection with Crossborder Mergers
In General
Right to Information
Right of Employee Participation under Czech Law
Right of Participation in a Successor Company in the Czech Republic
Methods to Determine the Extent of Employee Participation
Possible Solutions
Protection of Creditors and Minority Shareholders
Exchange Ratio
In General
Legal Regulation
General Principles
Cash Payments
Valuation
Decisive Date
In General
Financial Statements
Mandatory Audit
Conclusion
Crossborder Transactions of Shares or Assets of German Companies
Introduction
Legal Relationships Prior to the Sale of Shares
Letter of Intent
Due Diligence Review
Conclusion of Contract
Share Deal
Asset Deal
Execution of the Sale: Further Steps of the Purchaser
Share Deal
Asset Deal
Integration into Purchaser Group and Conclusion of Intercompany Agreements
Financing the Acquisition
In General
Creation of Land Charges
Pledging Shares in the Acquired Company
Cash Management System
Conclusion
National Reports
European Union
Introduction
Transactions That Are Caught by the Merger Regulation
In General
Concentration
European Union Dimension
Procedure
Mandatory Notification
Exclusive Jurisdiction of the Commission
Standstill Obligation
Timing of Notification
Form of Notification
Information Be Supplied in the Merger Notification Form
Time Limits
Investigative Powers of the Commission
The Role of Third Parties in the Review Process
Remedies
Substantive Assessment of Mergers
In General
Definition of the Relevant Product and Geographic Markets
Competitive Assessment of the Merger
Non-Competition Law Considerations
Ancillary Restraints
Judicial Review of Decisions under the Merger Regulation and Damages Actions
Judicial Review
Damages Actions
International Cooperation
In General
Cooperation with the United States
Other Jurisdictions
Conclusion
Belgium
Introduction
Merger Regime
Crossborder Aspect
Limited-Liability Company
Merger
Corporate Aspects of a Crossborder Merger
Regulatory Framework
Procedure
Employment Law Consequences of a Crossborder Merger
In General
Consequences for Employee Agreements
Employee Participation
Employee Participation in the Board of Directors of the Companies Resulting from the Crossborder Merger
Tax Implications of a Crossborder Merger
In General
Conditions for Tax Neutrality
Merger of a Belgian Company with an Intra-European Company
Merger of an Intra-European Company with a Belgian Company
Tax Consequences for Shareholders
Conclusion
Cyprus
Introduction
Crossborder Mergers
Legislative Framework
Procedures
Legal Effect
Dissenting Shareholders
Intragroup Crossborder Mergers
Cyprus and the European Economic Area
Crossborder Mergers and Formation of a European Company
Share Acquisitions
Acquisition of Shares in a Private Company
Acquisition of Shares in a Public Company
Compulsory Acquisition of Shares of Dissenting Shareholders
Financial Assistance Issues
Takeover Bids Directive
Tax Issues
Competition Issues
Conclusion
Czech Republic
Introduction
General Aspects of Crossborder Transformations
The Transformation Act
Mergers and Other Crossborder Transformations
Czech Corporations Eligible for Crossborder Mergers
Foreign Corporations Eligible for Crossborder Mergers
Crossborder Mergers of Companies of Various Legal Forms
Mergers of National Companies and Freedom of Establishment
Procedures for Implementation of Crossborder Mergers
In General
Common Draft Terms (Merger Project)
Legal Issues with Common Draft Terms
Mandatory Items in Crossborder Mergers
Mandatory Items for Domestic and Crossborder Mergers
Publication
Approval of the Crossborder Merger and Merger Certificates
Registration of the Crossborder Merger
Conclusion
Germany
Introduction
Private Mergers and Acquisitions
In General
Merger and Acquisition Phases
Asset Deal
Acquisition of a Limited-Liability Company
Acquisition of a Stock Corporation
Acquisition of a Partnership with Limited Liability
Potential Transfer Restrictions
Investment Guidelines
Public Takeovers
In General
Implementing a Public Takeover
Investment Guidelines
Mergers and Acquisitions in Financial Institutions
In General
Credit Institutions and Financial Services Institutions
Legal Forms
Transaction Structure
Control of Purchaser under the Banking Act
Deposit Protection Fund
Merger Control
Control of Purchaser under the Foreign Trade Act
Particular Issues Arising in Due Diligence
Investment Guidelines
Mergers and Acquisitions in Real Estate
In General
Common Forms of Investments
Forms of Joint Investments
Acquisition Finance
Investment Guidelines
Distressed Mergers and Acquisitions
In General
Acquisitions outside Insolvency Proceedings
Acquisition during Preliminary Insolvency Proceedings
Acquisition during Formal Insolvency Proceedings
Other Characteristics of a Distressed Merger and Acquisition
Investment Guidelines
Labor Law Aspects in Mergers and Acquisitions
In General
Individual and Collective Employment Laws
Applicable Employment Laws
Employment Law Aspects in Asset Deals
Employment Law Aspects in Share Deals
Employment Law Aspects in Distressed Mergers and Acquisitions
Investment Guidelines
Tax Aspects in Mergers and Acquisitions
In General
Share Deal versus Asset Deal
Acquisition of Shares
Acquisition of Partnership Interests
Investment Guidelines
Conclusion
Greece
Introduction
Legislative Framework
In General
Protection of Creditors
Protection of Minority Shareholders
Legal Certainty
Mergers
In General
Specific Provisions of Law Number 2190/1920
Acquisitions
In General
Transfer of Immovable Assets
Transfer of Movable Assets
Merger and Acquisition Control
Legislative History
Prohibition against Collusion
Prohibition against Abusing a Dominant Position
Control of Concentrations between Undertakings
Conclusion
Hungary
Introduction
In General
Applicable Rules in Crossborder Merger Regulations
Importance of Crossborder Mergers
Applicable Rules in the Crossborder Merger Process
In General
Joint Draft Merger Agreement
Merger Report and Auditor's Report
Information Disclosure and Consultation Rights of Employees
Decision on Merger
The Employer's Legal Succession
In General
The Acquired Rights Directive
Transposition of the Acquired Rights Directive into Hungarian Law
Principal Rules of Legal Succession in Employment
Additional Considerations
Transfer of Registered Office
In General
The Concept of a Registered Office
Transfer of the Registered Office between Member States
Protection of Investors and Creditors
Taxation Issues
Issues Regarding the Establishment of a European Company
Conclusion
Italy
Introduction
Crossborder Mergers
Crossborder Mergers in the Italian Legal System
Article 25 of Law Number 218/1995
Law Applicable to Crossborder Mergers in the European Union
Italian Substantive Law on Crossborder Mergers
Acquisitions
In General
Conflict of Laws Aspects
Substantive Law on Acquisitions
Mergers and Acquisitions Involving Financial Market Operators and Public Companies
In General
Mergers
Acquisitions
Antitrust Provisions
Conclusion
Portugal
Introduction
In General
Types of Limited-Liability Companies in Portugal
Merger Control
In General
Definition of "Concentration"
Filing Requirements
Competitive Assessment
Procedure
Sanctions
Mergers and Crossborder Mergers
Historical Evolution
Types of Mergers in Portugal
Merger Phases
Acquisition Phases of a Limited-Liability Portuguese Company
In General
Letter of Intent or Memorandum of Understanding
Due Diligence
Share Purchase Agreement
Closing and Formalities for the Transfer of Shareholdings
Conclusion
Turkey
Introduction
Mergers and Acquisitions under Turkish Law
In General
Mergers
Acquisitions
Regulatory Framework for Mergers and Acquisitions
Significant Issues Relating to Crossborder Mergers and Acquisitions
Specific Provisions in Shareholders' Agreements
Stamp Duty
Material Adverse Effect Provisions
Issues Related to Labor Law
Issues Related to Competition Law
Conclusion
Ukraine
Introduction
Starting a Business in Ukraine
In General
Brownfield Investment
Greenfield Investment
Establishing a Representative Office
Foreign Investment Regime
State Registration of Foreign Investments
In General
Investment Guarantees
Investment Incentives
Limitations on Foreign Investments
Purchasing an Existing Business
In General
Acquisition of a Company
Acquisition of Assets
Purchasing a Company
Purchasing Assets
Forms of Corporate Presence in Ukraine
In General
General Provisions for a Limited-Liability Company
General Provisions for a Joint-Stock Company
Establishing a Representative Office
Conclusion
Index
Back Cover

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