Cross-Border Mergers in Europe – Company Law is catching up! – Commentary on the ECJ's Decision in SEVIC Systems AG

Abstract

In the much-anticipated decision of the Grand Chamber of the European Court of Justice (ECJ) in the SEVIC case, given 13 December 2005, the German rules governing (national) mergers were held incompatible with the fundamental freedoms. Some weeks earlier the European legislator adopted the 10th company law directive on cross-border mergers. Whereas the Regulation on the European Company (SE) provides for cross-border mergers of public limited liability companies since late 2004, the 10th directive extends this privilege to private limited liability companies. Until the national implementation of the latter, however, the fundamental freedoms might grant such right to private limited liability companies. Similar questions come up as regards to the outbound scenario, since the SEVIC case dealt with an inbound merger.