by Ken Casey , David Mangan October-27-2023 in Corporate
New regulations to facilitate cross-border corporate mobility have been transposed into Irish law.
The regulations facilitate two new types of cross-border operations between EEA states: cross-border conversions and cross-border divisions. Cross-border conversions permit a company to move its incorporation and registered office from one EEA state to another, while retaining its legal personality. Cross-border divisions facilitate cross-border demergers, hive-downs and spin-outs via full or partial cross-border divisions.
The existing forms of cross-border merger have been extended to facilitate sister-sister mergers and absorption of multiple subsidiaries.
The procedures for each of these cross-border operations mostly mirror the existing rules for cross-border mergers, with a handful of key differences.
The regulations make more effective protections available to creditors and shareholders, which increases the risk of legal challenge. Similarly, EU-wide anti-abuse provisions introduce some execution risk and may undermine the legal certainty of cross-border operations.
The European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023, which transpose Directive (EU) 2019/2121 on cross-border conversions, mergers and divisions (known as the Mobility Directive) into Irish law and came into full effect on 26 May 2023.
For more details, follow the link > Download Hayes solicitors LLP - The EU Mobility Directive in Ireland.pdf.
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About the Authors
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Ken Casey
Ken is Head of the Corporate team and has built a practice in acquisitions, disposals, and capital markets transactions across various industry sectors; joint ventures and corporate re-organisations of publicly quoted and private companies; and advises on corporate governance and general corporate law. He has extensive expertise in the financial services, aviation, gaming, technology, media and sports sectors.
David Mangan
David is a partner in our Corporate team. He advises clients on structuring and executing domestic and cross-border transactions, including mergers & acquisitions, joint ventures, private equity investments and capital markets transactions.