On the 18th day of May, the Dutch government launched an internet-consultation on the draft EU Directive to amend Directive (EU) 2017/1132, regarding the cross-border conversion, merger and demerger. The link to the internet-consultation (in Dutch only) can be find here: https://www.internetconsultatie.nl/grensoverschrijdendeomzettingfusiesplitsing
The draft EU Directive adds procedural rules for cross-border conversions and demergers and it amends the existing procedural rules for a cross-border merger. The main changes for the Netherlands will be the implementation of legislation for cross border demergers and conversions into the Dutch Civil Code.
The main goal of the EU Directive is to (i) provide specific and extensive procedures, (ii) ensure the protection of shareholders, creditors and employees and (iii) reduce the procedure costs of cross-border conversions, cross-border mergers and/or cross-border demergers.
The proposed measures in the EU Directive include, amongst others:
- an exit-right for shareholders who do not have voting rights, or shareholders who did not vote in favor of the cross-border conversion or (de)merger;
- the option for Member States to demand a detailed report about the financial status of the acquiring company and how this company will ensure that it will be able to meet its obligations after the cross-border conversion or (de)merger; and
- the obligation to make a report about the consequences of the cross-border conversion- or (de)merger for shareholders and employees.
Some of the proposed measures more or less form part of Dutch law in relation to cross-border mergers already, but the European Commission would like to implement some more generic rules for all Member States on these items.
Responses on the draft EU-directive can be submitted until June 30, 2018, after which the Dutch government will publish the submitted reactions of those who have stated that their response may be made public.
For more information: