Cross-Border Transfers of Undertakings
Cross-Border Transfers of Undertakings

Author: Kirsten Henckel

Publisher: Kluwer Law International B.V.

Published: 2016-04-24

Total Pages: 360

ISBN-13: 9041192611

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Globalization and market integration have shaped the economic climate in such a way as to give rise to a considerable increase in cross-border mergers, acquisitions and corporate restructurings. However, the primary European Union (EU) legislation in this area – the Acquired Rights Directive – brings about only partial and minimum harmonization, giving rise to differences in the employee protective regime across the EU Member States. This book, the rst full analysis of the EU-level private international law implications of the subject, masterfully addresses the plethora of questions that arise and presents well-considered and soundly based recommendations towards the introduction of a new and uniform con ict of laws path for transfers of undertakings throughout the EU. With a methodology that combines comparative, ‘black letter’, legal historical and empirical approaches, the author addresses such issues and topics as the following: – determination of applicable law both upon and after a transfer; – jurisdictional issues; – the main provisions of the Acquired Rights Directive and their content; – the main differences existing among the relevant laws of the Member States; – special characteristics of the maritime sector and seagoing workers; and – cross-border implications of Brexit. This book critically evaluates the existing rules on international jurisdiction and the con ict of laws relating to cross-border transfers of undertakings, clearly exposing the regime’s merits and demerits. Counsel representing any actor involved in a cross-border merger, acquisition, or business restructuring – transferor, transferee, or affected employees – will be well served with this exemplary account of their legal position both before and after the transfer. In addition, policymakers, legislators and interested academics will bene t greatly from the author’s clearly presented guidelines on the development of an EU-wide con ict of laws regime for transfers of undertakings.

The Law Applicable to Cross-border Contracts involving Weaker Parties in EU Private International Law
The Law Applicable to Cross-border Contracts involving Weaker Parties in EU Private International Law

Author: María Campo Comba

Publisher: Springer Nature

Published: 2020-12-07

Total Pages: 380

ISBN-13: 3030614816

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This book provides answers to the following questions: how do traditional principles of private international law relate to the requirements of the internal market for the realisation of the EU’s objectives regarding the protection of weaker parties such as consumers and employees? When and how should private international law ensure the applicability of EU directives concerning the protection of weaker parties? Are the EU’s current private international law, rules on conflict of laws, and private international law approach sufficient to ensure the realisation of its objectives regarding weaker contracting parties, or is a different approach to private international law called for? The book concludes with several proposed amendments, mainly regarding the Rome I Regulation on the law applicable to contractual obligations, as well as suggestions on the EU’s current approach to private international law. This book is primarily intended for an academic audience and to help achieve better regulation in the future. It also seeks to dispel certain lingering doubts regarding the current practice of EU private international law.

Labour Laws and Global Trade
Labour Laws and Global Trade

Author: B. A. Hepple

Publisher: Hart Publishing

Published: 2005-03-25

Total Pages: 327

ISBN-13: 1841131601

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This book provides a comprehensive analysis of the new methods of transnational labour regulation that are emerging in response to globalisation.

Transfer of Undertakings
Transfer of Undertakings

Author: Incomes Data Services

Publisher: Sweet & Maxwell

Published: 2011-03

Total Pages: 606

ISBN-13: 0414029836

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"When a business is sold by one employer to another, or the responsibility for providing a service transfers from one employer to another, what happens to the dedicated workforce? Do the employees concerned have the right to work for the new employer? And if so, do they retain the contractual and other employment rights that they enjoyed prior to the transfer, or is the new employer entitled to vary their contracts in order to harmonise their terms and conditions with those of any existing employees? These are the main issues with which the Transfer of Undertakings (Protection of Employment) Regulations 2006 SI 2006/246 (TUPE) - the focus of this Handbook - are concerned."--Back cover.

European Cross-Border Mergers and Reorganisations
European Cross-Border Mergers and Reorganisations

Author: Jérôme Vermeylen

Publisher: OUP Oxford

Published: 2012-03-29

Total Pages: 1587

ISBN-13: 0191630993

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The most comprehensive guide to all techniques available to European companies, European Cross-Border Mergers and Reorganisations is the ideal reference tool for lawyers, auditors, notaries and scholars working in the field. Providing everything a practitioner needs to co-ordinate a successful cross-border merger, the book analyses the EU Directives and how they have been applied in each of the main EU/EEA member states. The diverging rules for each jurisdiction are highlighted and explained enabling quick comparisons to be made between countries for assessing feasibility of the chosen technique. As well as the requirements, formalities and potential pitfalls of cross-border mergers, each country analysis addresses the relevant aspects of corporate, employment and tax law such as informing shareholders and employees, verification of the legality of the merger, and language requirements. The book also considers other cross-border reorganisation techniques, such as demergers, partial demergers, the transfer of branches of activity, the creation of a Societas Europaea, or a Societas Cooperativa Europea, and the cross-boarder transfer of a company's head office or registered office, providing a practical guide to the best possible solution for a practitioner's client. European Cross-Border Reorganisations: Law and Practice is an easy-to-use reference work for legal, tax and audit professionals involved in mergers.

European Corporate Law
European Corporate Law

Author: Adriaan F.M. Dorresteijn et al.

Publisher: Kluwer Law International B.V.

Published: 2022-07-26

Total Pages: 377

ISBN-13: 9403532246

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This fully updated new edition provides an overview of the law regarding companies, business organizations, and capital markets in Europe, at both the European Union (EU) and Member State levels. It introduces the reader to the EU harmonization programme and describes how this has influenced corporate law in the various EU Member States. The authors describe common denominators as well as differences in the approach of national corporate laws. The authors highlight current and emerging trends in these areas of corporate law, including: the freedom of establishment of companies within the EU; the European harmonization process and Member States’ implementation of EU legislation; employee involvement in business organizations; the division of power between the different corporate bodies; the functioning and regulation of company groups; and cross-border business combinations, takeovers and restructuring tools. The laws of France, Germany and the Netherlands in particular are discussed and contrasted. This discussion also includes the United Kingdom, although no longer an EU Member State. As in earlier editions, the authors demonstrate that analysis and comparison of national corporate laws yield highly valuable general principles and observations, not least because business organizations, wherever located, tend to show a fundamentally similar set of legal characteristics. The Fourth Edition will continue to be of great value to practitioners and academics who wish to acquire a better understanding of European corporate law, in its supranational dimension as well as in the similarities and differences among the various national legal systems. It can also be used as a handbook for comparative corporate law courses.

Transfer of Business and Acquired Employee Rights
Transfer of Business and Acquired Employee Rights

Author: Jens Kirchner

Publisher: Springer

Published: 2016-07-01

Total Pages: 755

ISBN-13: 3662490072

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This book provides practical, business-orientated and accessible guidance on key employment and labour law aspects in national and international transfers of business in the European Union, its member states and selected important countries around the world. It contains a comprehensive overview of relevant topics such as safeguarding of employees' rights, impacts on employees' representatives and on collective agreements, company pension entitlements, insolvency, M&A transactions and cross-border transfers of business for each country covered. This overview is accompanied by summaries of leading case law and excerpts of important national regulations. Transfers of business play an important role in today's globalised business world. In particular, employment and labour impacts of transfers of businesses are often a driving legal and business factor in national and international restructurings and M&A transactions. The successful implementation of transfers of business requires to recognise and comply with the relevant legal frameworks of the countries involved. This publication is written by specialised employment lawyers from around the globe and addresses in-house counsels, human resources managers and legal advisors in charge of or accompanying national or international transactions.

European Corporate Law
European Corporate Law

Author: Adriaan F.M. Dorresteijn

Publisher: Kluwer Law International B.V.

Published: 2016-04-24

Total Pages: 380

ISBN-13: 9041185941

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This fully updated new edition provides the best-known practical overview of the law regarding companies, business activities, and capital markets in Europe, at both the European Union (EU) and Member State levels. It incorporates analysis of recent developments including the impact of global initiatives in such aspects of the corporate environment as regulation of financial institutions and non-financial reporting obligations with a view to sustainability and other social responsibility concerns. The authors, all leading experts in European corporate law, describe current and emerging trends in such areas of corporate law practice as the following: - rules on cross-border mergers; - employee involvement in business activities; - the initiatives by the Organisation for Economic Co-operation and Development (OECD) and the EU to curb tax avoidance; - Member States’ implementation of EU legislation; - a company’s freedom to incorporate in a jurisdiction not its own; - competition among the legal forms of different Member States; and - safeguarding of employee involvement in cross-border transactions. With respect to national law, the laws of Belgium, France, Germany, the Netherlands, Poland, Spain, and the United Kingdom are taken into account; Italy is now included in this new edition. As in earlier editions, the authors demonstrate that analysis and comparison of national corporate laws yield highly valuable general principles and observations, not least because business organizations, wherever located, tend to show a fundamentally similar set of legal characteristics. The Third Edition will continue to be of great value to practitioners and academics who wish to acquire a better understanding of European corporate law, in its supranational dimension as well as in the similarities and differences among the various national legal systems.

Transnational, European, and National Labour Relations
Transnational, European, and National Labour Relations

Author: Gerald G. Sander

Publisher: Springer

Published: 2018-06-22

Total Pages: 331

ISBN-13: 3319022199

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This book employs an innovative approach to explore the topic of flexicurity and related changes in the working world, the importance of which for the overall economic and social development is gradually being recognised. It focuses on the changing nature of work and its impact on EU law and national labour and social security laws. Though the transformation of regulatory and institutional frameworks of labour relations follows different patterns in different EU Member States, it is nevertheless a common phenomenon that offers an excellent opportunity for mutual learning experiences and comparing notes on best practices. Taking these ideas as a starting point, the book presents a collection of research on various aspects and implications of changing labour relations in the EU Member States. The opening chapters address the internal market dimension of the transformation of employment relations by investigating how social dumping, integration of migrant workers, and cross-border mergers influence national labour policies and laws. The book further analyses linguistic and terminological challenges in the field of labour law in the EU’s multi-lingual legal environment. Subsequent chapters cover various theoretical and practical issues, such as the impact of chain-liability regulatory models on the legal situation of workers in subcontracting networks, and modern work arrangements in the collaborative or ‘gig’ economy. Other chapters are dedicated to issues of jurisdiction and law applicable to individual employment contracts, as well as alternative resolution mechanisms in labour disputes. The next section offers fresh insights on and a critical overview of the well-known Danish and Dutch models of flexicurity, often cited as role models for reforms of labour markets in other EU Member States. Three individual chapters investigate specific aspects of flexicurity in Croatia, in terms of individual dismissals, life-long learning and the impact of non-standard employment on future pension entitlements. One paper explores temporary agency work in Germany as an important instrument of flexicurity, while another discusses various forms of work used in Slovenia in the context of flexibilization of work relations. Many challenges still lie ahead, and the primary aim of this book is to provide a solid basis for informed future discussions.

Stakeholder Protection in Restructuring
Stakeholder Protection in Restructuring

Author: Erika Kovács

Publisher: Nomos Verlagsgesellschaft

Published: 2019

Total Pages: 0

ISBN-13: 9783848750443

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. Unternehmensumstrukturierungen, insbesondere inlandische und grenzuberschreitende Verschmelzungen und Spaltungen, sowie Sitzverlegungen konnen weitgehende Konsequenzen fur alle Stakeholder haben. Die Beitrage widmen sich der Frage, wie man die vielfaltigen Interessen von Gesellschaftern, Glaubigern und Arbeitnehmern am besten schutzen kann. Die gesellschaftsrechtlichen Beitrage fokussieren auf die europarechtlichen und einigen nationalen Regelungen zum Schutz der Gesellschafter und Glaubiger. Die arbeitsrechtlichen Beitrage erlautern zunachst das Schicksal der unternehmerischen Mitbestimmung bei grenzuberschreitenden Umstrukturierungen. Weitere Aufsatze fokussieren auf die Regelung des Betriebsubergangs. Der Fokus der Beitrage liegt auf der kritischen Darstellung der europaischen Rechtslage und vereinzelt werden auch nationale Regelungen vorgestellt. Ein besonderes Augenmerk liegt an der Beschreibung von grenzuberschreitenden Situationen. Die Autoren sind osterreichische, deutsche, italienische, spanische, polnische und serbische Professoren fur Gesellschafts- und Arbeitsrecht.