The Cross-border Mergers Directive in the Spotlight: International Conference

The Department of Law of the University of Cyprus is hosting an international conference on company law, which will be held on Saturday 7 October 2017. The title of the conference is ‘Cross-border Mergers Directive: EU perspectives and national experiences’. This conference aims at scrutinizing the structure, the substance and the implementation of the 10th Company Law Directive on Cross-border Mergers (Directive 2005/56/EC), a relatively underexplored topic of European Company Law. Speakers from all over Europe are going to discuss various aspects of the regulation of cross-border mergers.

This event is funded by the Republic of Cyprus through the Research Promotion Foundation (Research Project: “Takeovers and Mergers in European, Cypriot and Greek Company Law” KOULTOURA//ΒΡ-ΝΕ/0514/18). The conference convener and the project coordinator is Dr. Thomas Papadopoulos. This research funding accompanies the Cyprus Research Award for the Best Young Researcher of 2014 (category of ‘Social Sciences & Humanities’), which Dr. Thomas Papadopoulos was awarded from the Research Promotion Foundation.

This is an open event, as there is no conference fee. Anyone interested in this topic is welcome. The final conference programme is available at the research programme’s website.

This conference will examine the Cross-border Mergers Directive and its impact on EU corporate restructuring. Notably, this conference’s goal is to critically evaluate the contribution of this harmonizing instrument to corporate restructuring, in the context of M&As. All presentations will scrutinize specific angles of the Cross-border Mergers Directive in the light of European and national company law.

The keynote speaker of this international conference will be Professor Steef Bartman, Professor of Company Law at the University of Leiden in the Netherlands; Attorney-at-law at Bartman Company Law in the Netherlands; Co-managing director of Centre for European Company Law (‘CECL’) and Editor-in-Chief of European Company Law (‘ECL’) Journal, published by Kluwer.

This conference will be divided into three parts. The first part will scrutinize the various provisions, as well as the impact of the Cross-border Mergers Directive. More specifically, it will review the structure and the functioning of the Cross-border Mergers Directive in the internal market. Various aspects of the Cross-border Mergers Directive, such as reincorporations, alternatives to cross-border mergers, share purchase agreements, contractual issues and empirical findings, will be scrutinized. Special emphasis will be given on possible amendments to the Cross-border Mergers Directive. Any potential need for changes in the current rules will be discussed. The advantages and the disadvantages of this Directive will be scrutinized and proposals for reform will be submitted.

The second part of this conference will be dedicated to the relationship between the Cross-border Mergers Directive (a company law instrument) and other areas of law, such as employment law, competition law, financial law, capital markets law, private international law and tax law. This conference is not restricted to company law; it follows a broader approach by analysing this company law instrument in the framework of other areas of business law. This approach will assist in fully understanding the EU business environment for cross-border mergers.

Finally, the third part of this conference will focus on the transposition of the Cross-border Mergers Directive into various Member States. The implementation of this Directive into national company laws will be analysed. Furthermore, there will be a comparative research between regulation of cross-border mergers in EU and US (appraisal rights). Through the findings of the project, it would be highlighted how well these harmonized rules apply to various Member States. Comparative analysis, as well as a commentary of the relevant national case law would also take place. The findings of these presentations on various national experiences become of greater importance in the light of a possible revision of this Directive.

With this approach, this international conference will fill an important gap in the research of European company law. It will cover the EU regulation of cross-border mergers in a comprehensive and practical way, and will link it with the discussion of corporate restructuring in general, while also taking the implementation of the Directive into account.

Thomas Papadopoulos, DPhil (Oxford), is Lecturer in Business Law at the Department of Law of the University of Cyprus.