Insights

Last Friday, 12th September, GANADO Advocates organised a one day internal seminar on Cross-Border Mergers in the firm’s Library.

Welcomed by Dr. Adrian Gabarretta and his Corporate team, Assistant-Professor Dr. Thomas Biermeyer from the University of Maastricht and Jeantet delivered three lectures during the course of the day to an audience composed of GANADO lawyers, administrators and students. The Malta Registrar of Companies (Mr. Joe Caruana) and desk officer, Dr. Geraldine Baldacchino, also attended all the day’s sessions.

The first session focused on the CBM Directive, its legislative development, scope and procedures for effective mergers. The protection of stakeholder rights – including the significance of negotiations with employee representatives in the context of laws upholding employee participation, was also highlighted – while the characteristics of the CBM Directive, as transposed into Maltese law and the timelines involved, were then considered. The Malta Registrar of Companies confirmed that the number of CBMs in Malta totalled thirty-five (35) to date.

The second reviewed the Lexidale and Bech-Bruun study commissioned by the European Commission (in which GANADO Advocates participated as country expert) assessing the implementation of the CBM Directive in all EU Member States and its practical effects on companies involved in CBMs. Dr. Biermeyer, the author of this study, discussed its findings as well as its proposals for determining and improving the EU’s policy on the subject in the years to come. Dr. Biermeyer said that the CBM Directive has had a profound impact on CBMs in the EU, with activity increasing significantly and stakeholders commending the new, simplified procedure; on the other hand, the under-harmonisation of national rules and the absence of clear standards on inter-agency communications were noted.

The final session treated selected jurisdictions comparatively (namely, the UK, Germany, France, The Netherlands and Luxembourg), notable CJEU judgments and some relevant tax considerations.

Dr. Biermeyer fielded several questions from the floor throughout the day. All told, the seminar provided valuable insights on several aspects of law and practice underlying CBMs; and, at end of sessions, several participants expressed the hope that further events and other activities (both domestic and international) would follow in the future, especially in conjunction with the CBM Business Interest Group.