Book Presentation: Thomas Papadopoulos (ed.) Cross-Border Mergers – EU Perspectives and National Experiences, Springer, 2019

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   A new edited book on cross-border mergers was published by Springer: Thomas Papadopoulos (ed.) Cross-Border Mergers – EU Perspectives and National Experiences, Springer, 2019. The aim of this edited book is to analyze various aspects of the Cross-border Mergers Directive (hereinafter, “CBMD”).[1] The general objective is to scrutinise this harmonised area of EU company law. More specifically, this edited book aims at providing a comprehensive analysis of the CBMD. The goal is to critically evaluate cross-border mergers as a method of corporate restructuring (i.e. Mergers & Acquisitions-M&As). The analysis takes place in the context of European, comparative and national company law, while other areas of law are also considered carefully. Special emphasis is given on the implications on the internal market. Furthermore, some national company laws implementing the CBMD are analyzed. With this approach, this edited book fills an important gap in the research of European company law. It covers EU harmonisation of cross-border mergers in a comprehensive and practical way, and links it with the discussion of corporate restructuring in general, while also taking the implementation of the directive into account.

    This edited book is divided into three parts. The various contributions allocated among these three pillars provide a comprehensive analysis of a specific piece of secondary EU law, the CBMD. The first pillar focuses on EU and comparative perspectives on the CBMD, the second pillar examines the CBMD in the context of various areas of law and the third pillar scrutinises national experiences from the implementation of the directive in some Member States.

   The first part scrutinizes the various provisions, as well as the impact of the CBMD. More specifically, it reviews the structure and the functioning of the CBMD in the internal market. Various aspects of the CBMD, such as a critical review of its implementation, empirical findings, reincorporations, comparison of appraisal rights between the US and the EU and shareholders’ derivative suits are scrutinised. All these chapters evaluate critically the main features of the CBMD and the experience so far from its performance in the internal market. The advantages and the disadvantages of this directive are scrutinized and proposals for reform are submitted. The first part of this edited book provides a wider understanding of the impact of the CBMD on European and national company law. 

   The second part of this book is dedicated to the relationship between the CBMD and other areas of law, such as capital markets law, financial law, competition law, employment law, tax law and civil procedure. The approach of the second part would assist us in understanding better the business environment for cross-border mergers and their interaction with various other areas of law. This volume adopts a wider approach towards cross-border mergers by examining this company law directive in the framework of other areas of law. This combined approach provides a better comprehension of cross-border mergers. The dynamics of cross-border mergers go beyond company law and fall within the scope of other areas of law. Cross-border mergers are instruments with wide repercussions on various areas of law. The second part of the edited book proves that an overarching approach to all areas of law regulating cross-border mergers is essential for the complete understanding of the cross-border mergers mechanism. The CBMD seeks to establish a pan-European market for M&As by adopting harmonized company law rules for cross-border mergers. However, the European legislature considers cross-border mergers not only in the light of company law, but also in the light of other areas of law. As a result, a good grasp of the regulation of cross-border mergers by other areas of law is also essential. 

   Finally, the third part of this edited book focuses on the transposition of the CBMD in various Member States. The implementation of this directive in national company laws is analysed by various chapters. The reader has the chance to get acquainted with some aspects of the transposition of the CBMD in certain Member States. Through the findings of these chapters, it is highlighted how well these harmonised rules apply to various Member States. Analysis of national laws transposing the CBMD and a commentary on the relevant national case law also take place. The multi-level regulatory system of the CBMD requires an examination of the implementation of the CBMD in various Member States. CBMD provides procedural rules for carrying out a cross-border merger. However, the harmonization of this procedure is not comprehensive, as reference is made to national company law for several aspects of the procedure. Certain procedural aspects of cross-border mergers are not harmonised by the CBMD and the relevant national rules apply and cover this gap. This results in a multi-level regulatory regime, where certain procedural aspects of cross-border mergers are regulated by the CBMD and other by national company law. The applicable national company law includes also the transposed provisions of the Third Company Law Directive on Domestic Mergers. Although this multi-level regulatory regime adjusts the CBMD to the requirements of national company law, it leads to legal diversity and results in lack of legal certainty.

    This edited book focuses on specific but crucially important structural measures fostering corporate change, namely cross-border mergers. Such cross-border transactions play an important role in business reality, in economic theory and in corporate and capital markets law. After the adoption of the CBMD, cross-border mergers are regulated by specific legal provisions in EU Member States, which facilitate this corporate restructuring mechanism by seeking to establish a pan-European market for cross-border mergers. It is, therefore, necessary to examine the legal framework of such transactions to generate valuable insights about their fundamental mechanisms. Likewise, this approach reveals new challenges for traditional company law, but also for other areas of law, such as capital markets law, financial law, competition law, employment law, tax law and civil procedure. This collection of papers reveals the advantages and disadvantages of the CBMD as an instrument of corporate restructuring. Some very useful conclusions are inferred from the various book chapters. Undoubtedly, this collection of papers contributes to the relevant debate and opens the floor for further discussion and research on these topics. 

The Editor

Thomas Papadopoulos, DPhil (Oxford),

Assistant Professor of Business Law, Department of Law, University of Cyprus,

Email: papadopoulos.thomas@ucy.ac.cy 

  [1] Directive 2005/56/EC on cross-border mergers of limited liability companies. [2005] OJ L 310/1–9 (Cross-border Mergers Directive-CBMD). This directive was repealed and codified by Directive 2017/1132 relating to certain aspects of company law. [2017] OJ L 169/46–127. However, this post would refer exclusively to the Cross-border Mergers Directive, because the various studies, reports and papers, as well as national implementing laws, refer to this specific directive. Moreover, this post derives from book’s preface. 

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Thomas Papadopoulos

Dr. Thomas Papadopoulos is a Lecturer in Business Law at the Department of Law of the University of Cyprus. Previously, he was a visiting researcher at Harvard Law School. He received his DPhil in Law from the Faculty of Law, University of Oxford. He received a degree of Magister Juris (MJur/LLM) and a degree of MPhil in Law from the Faculty of Law, University of Oxford. He also received his LLB with Distinction (ranked 1st) from the Department of Law, Aristotle University of Thessaloniki. He is an alumnus of the Anatolia American College of Thessaloniki. He is also a Visiting Professor at the International Hellenic University, at the Hellenic Open University and at the Open University of Cyprus. Moreover, he is an Editorial Secretary of the European Company Law (ECL) Journal published by Kluwer Publications. He is also an Attorney at law (Greece).

He was awarded the “Cyprus Research Award-Young Researcher (2014)” of the Research Promotion Foundation of the Republic of Cyprus (category of ‘Social Sciences & Humanities’). During his studies, he was Scholar of the A.G. Leventis Foundation, Scholar of the University of Oxford, North Atlantic Treaty Organization (NATO) Scholar (Scholarships of the Greek Ministry of Foreign Affairs), Scholar of the Despotidou-Tsagka Foundation and Scholar of the Greek Foundation of State Scholarships (IKY).

Thomas was a Lecturer (2011-15) and an Assistant Professor (2015) in Commercial Law at the Department of Law of the European University Cyprus. He was also a Part-time law Lecturer at the Law School, University of Buckingham and a Law Tutor at the Oxford University Programme for Undergraduate Studies (OPUS), University of Oxford. Moreover, he acted as an Assistant Legal Advisor (LEGAD) for the NATO Deployable Corps Headquarter at Thessaloniki, Greece (NDC-GR). He participated in workshops of the Technical Assistance and Information Exchange Instrument (TAIEX) managed by the Directorate-General Enlargement of the European Commission.

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