Publication of François Bernard's doctoral thesis on the challenges of cross-border divisions within the EU

Article
BE Law
LU Law
EU Law
Expertise
Corporate and M&A

We're proud to announce that the doctoral thesis of François Bernard (corporate law lawyer at our Luxembourg office) has been published by Larcier. The publication covers the challenges of cross-border divisions within the European Union.

Flags of different European countries waving in front of the European Parliament in Brussels

François' research aims at determining an efficient and coherent process to complete a cross-border division while at the same time addressing the significant challenges generated by the need to protect the interests of creditors, minority shareholders and employees. 

Designed as a true handbook on cross-border divisions in the European Union, this book provides a detailed and in-depth analysis of: 

  • the new European regime for cross-border divisions by incorporation of new companies
  • the Belgian and Luxembourg regimes for cross-border divisions and
  • the German, Austrian and French regimes applicable to domestic divisions with a view to clarifying the many grey areas left by the European legislator.

The book offers a new reading of the new European regime of cross-border company mobility useful for all business law practitioners.

Click here for more information on the publication and to order a copy (available in French).

​Webinar

​Following the publication of the book, Larcier is organising a webinar on the topic on 25 January 2022 from 12.00 pm to 1.30 pm.

Cross-border divisions are a complex and delicate deconcentration mechanism allowing a company to divest a declining business line or to eliminate possible negative synergies. Despite a well-recognized economic utility, this type of operation has long been neglected by the European legislator (unlike cross-border mergers). Following the adoption of EU Directive 2019/2121, these divisions will now have to be part of the legal arsenal of Member States by 31 January 2023 (at the latest). This type of restructuring will however have to be handled with care as it generates significant challenges for minority shareholders who will be confronted with an operation largely tailored to the needs of majority shareholders.

During the webinar, the following questions will be answered:

  • What are the risks of such a transaction for minority shareholders?
  • What are the protection mechanisms provided by the EU legislator for minority shareholders and what are the shortcomings that Member States or practitioners will have to rectify?
  • What is the role played by freedom of establishment and the case law of the Court of Justice in this respect?

Click here to register for Larcier's webinar.

Author(s)