UID:
almafu_9959237165002883
Umfang:
1 online resource (xiii, 255 pages) :
,
digital, PDF file(s).
ISBN:
1-107-22406-3
,
1-139-12424-2
,
1-283-31631-5
,
9786613316318
,
1-139-12240-1
,
1-139-11230-9
,
1-139-12732-2
,
1-139-11666-5
,
1-139-01499-4
,
1-139-11449-2
Serie:
Law practitioner series
Inhalt:
This discussion of the Cross-Border Merger Directive and its implementing legislation in each Member State of the European Union and the European Economic Area provides companies and their advisors with useful insight into the legal framework applicable to, and the tax treatment of, cross-border mergers throughout the European Economic Area. Analysis of the Community rules laid down in the Cross-Border Merger Directive and the Community rules on the tax treatment of cross-border mergers is complemented by chapters on the implementing legislation in each Member State, prepared in accordance with a common format and contributed by a practitioner from each state. Annexes contain the Cross-Border Merger Directive (Annex I), the Parent-Subsidiary Directive (Annex II) and a list of the implementing legislation in each Member State (Annex III).
Anmerkung:
Title from publisher's bibliographic system (viewed on 05 Oct 2015).
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Cover; Title; Copyright; Contents; Contributors; Preface; PART V Application in each Member State; 19 Finland; I Introduction; II Scope of the new rules; III Cash payment; IV Legal consequences and enforceability of a cross-border merger; V Procedure; 1 Draft terms of cross-border merger; 2 Management report; 3 Auditor's report; 4 General meeting of shareholders; A Information for shareholders; B Shareholder approval; 5 Pre-merger certificate; 6 Effects of the decision; VI Minority shareholders; VII Protection of creditors; VIII Employee participation
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1 Employee participation in companies established in Finland resulting from a cross-border merger2 Special negotiating body ('SNB'); 3 Protection of employee representatives; IX Tax treatment; 20 France; I Introduction; II Scope of the new rules; III Consideration for the contribution; IV Legal consequences and enforceability of a cross-border merger; V Procedure; 1 Draft terms of the cross-border merger; 2 Management report; 3 Auditor's report; 4 Shareholders' meeting; A Information for shareholders; B Shareholders' approval; 5 Pre-merger certificate; 6 Legality scrutiny
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VI Minority shareholdersVII Creditor protection; VIII Rules applicable to employee participation; 1 Employee participation in companies resulting from a cross-border merger and registered in France; 2 Special negotiating body ('SNB'); 3 Protection of employee representatives; IX Tax treatment; 1 Tax treatment at the level of the absorbing company; A Corporate income tax; B Others; 2 Tax treatment at the level of the shareholders of the absorbed company; 21 Greece; I Introduction; II Scope of the new rules; III Cash payment; IV Legal consequences and enforceability of a cross-border merger
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V Procedure1 The draft terms of the cross-border merger; 2 Management report; 3 Auditor's report; 4 General meeting of shareholders; A Information for shareholders; B Shareholder approval; 5 Pre-merger certificate; 6 Effects of the decision; VI Minority shareholders; VII Protection of creditors; VIII Employee participation; IX Tax treatment; 22 Ireland; I Introduction; II Scope; III Cash payment; IV Legal consequences of the merger and enforceability; V Procedure; 1 Draft terms of cross-border merger; 2 Directors' explanatory report; 3 Expert's report; 4 Shareholders' meeting
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5 Pre-merger certificate6 Effect of the decision; VI Minority shareholders; VII Creditors' protection; VIII Rules applicable to employee participation; 1 Employee participation in companies established in Ireland resulting from a cross-border merger; 2 Protection of employee representatives; IX Tax; 1 General tax relief provisions; A Capital gains tax (CGT); B Corporate tax; C Stamp duty; D Part 21 of the Act - CGT; E The 'sweep up' provision; 23 Italy; I Introduction; II Scope; III Applicable law; IV Conditions and withdrawal rights; V Merger plan and publication in the Official Gazette
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VI Report of the managing body and report of the expert
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English
Weitere Ausg.:
ISBN 0-521-48760-9
Sprache:
Englisch
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