Significant amendments to the rules on cross-border operations
The principal purpose of the EU Mobility Directiv is to remove obstacles to companies' freedom of establishment in the internal market. Harmonisation with the Directive is justified by regard for companies' possibility to survive and grow by, for instance, pursuing new business opportunities in other Member States. Going forward, the rules for the cross-border operations will be in conformity in all EU Member States to the effect that individual countries' sets of rules are not at cross-purposes.
In outline, the amendments entail higher protection of shareholders, creditors and, in particular, employees in relation to the cross-border operation.
Key amendments:
- Employees are given an opportunity to comment on the transaction before it is adopted.
- Higher documentation requirements regarding the documents required by company law that have to be prepared in connection with a cross-border operation.
- The Danish Business Authority is to carry out stricter control prior to issuance of a certificate.
In practice, the requirement to notify shareholders, creditors and any representatives of employees that they may submit opinions with regard to the plan for the cross-border operation.
The reasons given for the employees' opportunity to submit opinions and requirements for prior information of the employees are that the employees must be sufficiently informed and feel they have beeen involved in the process.
Amendments also entail increased requirements for documents required under company law. Information is no longer to be addressed to creditors but should instead specifically address employees and shareholders.
As something new, the Danish Business Authority may involve other authorities in a consultation process, which may cause a longer review process for cross-border operations.
Having the above in mind, it is expected that drafting of the documents required under company law and the increased requirements for consultation and documentation complicate and prolong the process for the cross-border transaction compared with exclusively national transactions.