EY Guide - Directive (EU) 2019/2121 on cross-border reorganizations

On 27 November 2019, the European Parliament adopted Directive (EU) 2019/2121 amending Directive (EU) 2017/1132 with regard to cross-border conversions, mergers and divisions. The new regulation is intended to support the common market with regard to the global mobility of companies and to create a uniform legal framework within the European Union.

As certain procedures are already available to companies in some countries for cross-border business, the regulator intends to extend the options to the other countries in the European Union as well and take into account the main provisions regarding the freedom of establishment of businesses across the European Union (Court of Justice of the EU, judgment of 25 October 2017, C-106/16). In addition, the EU intends to put in place an adequate protection mechanism for shareholders, creditors and employees of companies involved in restructuring processes.

At the time of writing, several countries have not yet implemented it. What’s more, the directive offers the individual member states a wide range of options for transposing the addressed key issues into local law. It is therefore necessary to examine in detail how companies can use the newly introduced opportunities for cross-border business operations in practice.

To help you understand the implications of the Directive, our EY guide will provide you with an overview of the cross-border solutions accepted by specific EU countries.