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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