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The European Company ('SE') is a legal entity offering a European perspective for businesses. Its purpose is to allow businesses that wish to extend their activities beyond their home Member State to operate throughout the EU on the basis of one set of rules and a unified management system. The book explains how to set up and organise a European Company, as well as setting out the text of the EC instruments (a Regulation and a Directive) serving as its legal basis, and a list of national implementing laws. This second volume reports on the countries which have legislated during 2005 and 2006. Divided into two sections, it first offers critical review of the usefulness of, and the opportunities presented by, this new vehicle; analyses the Regulation and the Directive; and examines the tax aspects of the SE. The second part reports on each of the Member States.

This book discusses the Takeover Directive and its implementing rules in each Member State of the European Union and the European Economic Area, providing companies and their advisors with useful insight into the legal framework and principles applicable to takeover bids in the region. The Council Directive of 21 April 2004 on takeover bids sets forth the general principles applicable to takeover bids and clarifies certain minimum rules with respect to the procedure for a takeover bid, the obligation to make a mandatory bid in the event a minimum threshold is crossed and the majority shareholder's squeeze-out right as well as the minority shareholders' sell-out rights. Furthermore, the Directive defines the authority which is competent to approve offer documents and supervise takeover bids, and provides for optional restrictions on the actions of the target company's management and on defence mechanisms.

The Prospectus Directive of 4 November 2003 and the Prospectus Regulation of 29 April 2004 permit a single European passport for a prospectus that has been approved by the competent authority of a Member State to be used for the public offering of securities in other Member States without the need to obtain approval in each state. The Prospectus Directive sets forth the general rules and requirements for the preparation, approval and distribution of prospectuses and defines the content, format and publication of the prospectus, while the Prospectus Regulation defines the minimum information that must be included in the prospectus and its related documents. The two volumes in this set explain the rules applicable on the publication of a prospectus for a public offer of securities and report on the implementation of the Prospectus Directive in EU and EEA Member States.

The European Company ('SE') allows businesses wishing to extend their activities beyond their home Member State to operate throughout the EU on the basis of one set of rules and a unified management system. The two volumes in this set list the EC instruments (a Regulation and a Directive) and national implementing laws serving as its legal basis, and explain how to set up and organise a European Company. Volume 1 provides comprehensive coverage of the legislation in all Member States of the European Economic Area which implemented the SE instruments before 1 July 2005. Volume 2 reports on the remaining countries which have now legislated to give comprehensive coverage. Together they analyse the Regulation and the Directive, examine the tax aspects of the SE and provide a critical review of the usefulness of and the opportunities presented by this legal entity for all Member States.

This discussion of the Cross-Border Merger Directive and its implementing legislation in each Member State of the European Union and the European Economic Area provides companies and their advisors with useful insight into the legal framework applicable to, and the tax treatment of, cross-border mergers throughout the European Economic Area. Analysis of the Community rules laid down in the Cross-Border Merger Directive and the Community rules on the tax treatment of cross-border mergers is complemented by chapters on the implementing legislation in each Member State, prepared in accordance with a common format and contributed by a practitioner from each state. Annexes contain the Cross-Border Merger Directive (Annex I), the Parent-Subsidiary Directive (Annex II) and a list of the implementing legislation in each Member State (Annex III).

The Council Directive of 21 April 2004 on takeover bids sets forth the general principles applicable to takeover bids and clarifies certain minimum rules with respect to the procedure for a takeover bid, the obligation to make a mandatory bid in the event a minimum threshold is crossed and the majority shareholder's squeeze-out right as well as the minority shareholders' sell-out right. Furthermore, the Directive defines the authority which is competent to approve offer documents and supervise takeover bids, and provides for optional restrictions on the actions of the target company's management and on defence mechanisms. This book discusses the Takeover Directive and its implementing rules in each Member State of the European Union and the European Economic Area, providing companies and their advisors with useful insight into the legal framework and principles applicable to takeover bids in the region.

The Council Directive of 21 April 2004 on takeover bids sets forth the general principles applicable to takeover bids and clarifies certain minimum rules with respect to the procedure for a takeover bid, the obligation to make a mandatory bid in the event a minimum threshold is crossed and the majority shareholder's squeeze-out right as well as the minority shareholders' sell-out right. Furthermore, the Directive defines the authority which is competent to approve offer documents and supervise takeover bids, and provides for optional restrictions on the actions of the target company's management and on defence mechanisms. This book discusses the Takeover Directive and its implementing rules in each Member State of the European Union and the European Economic Area, providing companies and their advisors with useful insight into the legal framework and principles applicable to takeover bids in the region.

This discussion of the Cross-Border Merger Directive and its implementing legislation in each Member State of the European Union and the European Economic Area provides companies and their advisors with useful insight into the legal framework applicable to, and the tax treatment of, cross-border mergers throughout the European Economic Area. Analysis of the Community rules laid down in the Cross-Border Merger Directive and the Community rules on the tax treatment of cross-border mergers is complemented by chapters on the implementing legislation in each Member State, prepared in accordance with a common format and contributed by a practitioner from each state. Annexes contain the Cross-Border Merger Directive (Annex I), the Parent-Subsidiary Directive (Annex II) and a list of the implementing legislation in each Member State (Annex III).

The Prospectus Directive of 4 November 2003 sets the rules on the publication of a prospectus in the event that securities are offered to the public or admitted to trading on a stock exchange in the European Union. These rules apply in all 30 member states of the European Economic Area. Since member states decide to a large extent how to implement the Directive in their law, the rules in the different member states will differ substantially. It is therefore important not only to have an understanding of the rules laid down in the Directive but also to obtain knowledge of the rules applicable in the different states. As an English book it provides an understanding for non-Europeans of the rules applicable on the publication of a prospectus. A comprehensive table of contents, text of the European Directive and a list of national implementing laws are also included.

The Prospectus Directive of 4 November 2003 and the Prospectus Regulation of 29 April 2004 permit a single European passport for a prospectus that has been approved by the competent authority of a Member State to be used for the public offering of securities in other Member States without the need to obtain approval in each state. The Prospectus Directive sets forth the general rules and requirements for the preparation, approval and distribution of prospectuses and defines the content, format and publication of the prospectus, while the Prospectus Regulation defines the minimum information that must be included in the prospectus and its related documents. This second volume contains reports of the implementation of the Prospectus Directive in those EU and EEA Member States not included in the first volume. Together, both volumes give the reader an overview of the implementation throughout the European Union and the European Economic Area.

An overview of the Capital Directive and its implementation in the European Union and the European Economic Area.