Olga V. Fonotova1, Yana V. Tikhonenkova2
1, 2National Research University “Higher School of Economics”, Moscow, Russia
2Университет Неймегена, Неймеген, Нидерланды, firstname.lastname@example.org
Abstract. The cross-border reorganization of corporations is a little-studied legal phenomenon in the domestic doctrine. At the same time, the procedures of merger, splitting up and transformation of corporations affecting several jurisdictions are regulated in detail in the latest European corporate law and are applied in practice. The study of this experience is useful for Russia, which is an active participant in international integration associations.
The aim of the study is to analyze the legal specifics of stakeholder protection at different stages of cross-border reorganization of corporations within the EU. For this purpose, the following tasks are sequentially solved: the first part of the paper reveals the essence of cross-border reorganization and its main forms, the second part considers procedural aspects of cross-border reorganization in the EU, the third part of the article is devoted to the mechanisms of rights’ protection of key stakeholders: participants of the corporation, its creditors, and employees.
The study is based on general scientific methods: analysis, synthesis, generalization and comparison. The comparative legal method and approaches of socio-economic analysis of law are also used.
Directive 2019/2121, the key directive for cross-border reorganization, which amended Directive 2017/1132 on cross-border transformations, mergers and separations, entered into force on January 1, 2020. The three forms of cross-border reorganization provided for in the new Directive have received detailed regulation, but only in relation to European legal entities in the form of a limited liability company. The reorganization of other organizational and legal forms of corporations remains illegalized. The great value of EU legislation in the field of cross-border corporate mobility lies in fixing a minimum standard for protecting the rights of stakeholders: the rights of participants, creditors and employees in cross-border reorganization should be consistent with their similar rights in domestic reorganization. The common legal foundation laid can be further developed and supplemented in the national legislation of the EU member States.
Keywords: cross-border reorganization, cross-border mobility, cross-border merger, cross-border splitting up, cross-border conversion, European corporate law, Directive (EU) 2019/2121
For citation. Fonotova O. V., Tikhonenkova Ya. V. Cross-Border Corporate Reorganisation in the European Union and Stakeholder Protection. Journal of Foreign Legislation and Comparative Law, 2021, vol. 17, no. 6, pp. 105—119. (In Russ.) DOI: 10.12737/jflcl.2021.069