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Europaudvalget 2014-15 (1. samling)
EUU Alm.del Bilag 186
Offentligt

Response from the Danish Government to the public consultation on

cross-border mergers and divisions

Denmark appreciates the opportunity to provide input to a possible

amendment of the cross-border merger directive (CBMD) and a possible

new directive on cross-border divisions.

Denmark recognises the CBMD as important for companies in the EU

when organising and restructuring companies.

From a Danish point of view it is important that the CBMD – and possi-

ble new rules on cross-border divisions – are updated and geared towards

creating better opportunities for growth in European companies. This can

be achieved by making the rules easy and cost effective to use in cross

border operations. On the other hand it is still important that creditors and

employees are adequately protected. In particular the rights of employees

to participate in the management of the company should be continued to

be safeguarded. We find that several of the possibilities mentioned by the

Commission in the consultation can help to contribute to these goals.

In order to achieve these goals Denmark finds that the future work should

focus on the following measures:



Creditor protection rules are essential, but they should be flexible,

proportionate and take into account the costs for companies. Hence,

specific rights for creditors should only be required if for example

an independent expert’s report does not verify that the interests of

the creditors of each of the merging entities are adequately protect-

ed.

Cross-border mergers between public and private limited liability

companies should be allowed. On the other hand, it can be difficult

or sometimes even impossible to merge two very different types of

organizational set ups, for example a limited liability company and

an association or a foundation. Thus, the directive should focus on

making it possible to cross-border merge different types of EU-

regulated entities.

MINISTRY OF BUSINESS AND

GROWTH

Slotsholmsgade 10-12

DK-1216 Copenhagen K

Tel.

Fax

+45 33 92 33 50

+45 33 12 37 78

CVR no. 10 09 24 85

[email protected]

www.evm.dk



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Specifically on cross-border divisions



The Commission should put forward a directive concerning cross-

border divisions. If such a set of harmonized rules allowing and fa-

cilitating cross-border divisions was proposed in the same manner

as is the case with cross-border mergers today, it would reduce

costs for companies in the EU.



The rules on cross-border mergers and divisions should be regulat-

ed identically as several issues are similar for both operations. Inte-

gration of the rules in the same directive should also be considered,

as this would help to ensure that unintended divergence does not

occur during the political negotiations. The Commission should al-

so consider the possibility of the directive including rules on cross-

border transfer of registered seat.

Denmark looks forward to the upcoming initiatives set forth by the

Commission and to participating in further discussions on this important

subject.