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| Author | : Frederik Boulogne |
| Publisher | : Kluwer Law International B.V. |
| Total Pages | : 434 |
| Release | : 2016-03-23 |
| Genre | : Law |
| ISBN | : 9041167145 |
Download Shortcomings in the EU Merger Directive Book in PDF, ePub and Kindle
The European Union (EU) Merger Directive removes certain tax disadvantages encountered by companies and their shareholders in the course of a restructuring operation. However, in spite of amendments and European Court of Justice's (ECJ) interpretations of its provisions, various shortcomings remain. This thoroughgoing analysis, broader and deeper than any prior work on the subject, addresses all the Directive's subtopics methodically, following the paragraphs of Articles 1-15 in their logical succession. The author analyses the points in which the Merger Directive falls short of attaining its stated objective, and he also examines how these shortcomings could be scaled. To do so, he tests the Merger Directive against its own objective, primary EU law (the fundamental freedoms and the unwritten general principles of EU law) and non-discrimination provisions in relevant treaties. Each of the following questions is addressed and responded to in depth: – Which entities have access to the Merger Directive and which entities should have access to it? – Which operations are covered by the Merger Directive and which operations should be covered? – Which tax disadvantages to cross-border restructuring operations does the Merger Directive aim to remove, which tax disadvantages have been actually removed, which tax disadvantages remain, and how should the Merger Directive be amended to remove the remaining tax disadvantages? – How tax avoidance should be combated under Article 15(1)(a) of the Merger Directive, which possible types of tax avoidance can be identi¬fied, and how the Merger Directive should be amended? – Which cases of double taxation does a taxpayer engaging in cross-border restructuring operations potentially encounter, and how they can be taken away by the Merger Directive? The key shortcomings that are identifi¬ed are: the Merger Directive’s objective is not stated precisely; minimum harmonisation does not lead to a common tax system; exhaustive lists are used as legislative technique; the Merger Directive does not add much to the outcomes reached through negative harmonisation; and the de¬finitions of qualifying operations are not fully aligned with corporate law. Chapter 6 contains a deeply informed and viable proposal for the amendment of the Merger Directive. This is the fi¬rst treatment not only to evaluate the Directive's effi¬cacy in detail but also to offer real solutions to its shortcomings. It will be welcomed by policymakers, judges, practitioners and academics, and the recommendations it contains are sure to affect ongoing amendments and jurisprudence on the Merger Directive.
| Author | : G.F. Boulogne |
| Publisher | : |
| Total Pages | : |
| Release | : 2016 |
| Genre | : |
| ISBN | : |
Download Shortcomings in the European Union Merger Directive : Lessons for Future Harmonization Book in PDF, ePub and Kindle
The European Union has recently demonstrated with the Anti-Tax Avoidance Directive (ATAD) that it can deliver harmonized measures in areas where controversies exist. With even further-reaching measures, such as the common consolidated corporate tax base (CCCTB) and the Financial Transaction Tax (FTT) (re)gaining momentum it is sensible to learn from the experiences with previous harmonization measures. One of them is the EU Merger Directive. This article addresses five broad shortcomings that have been identified in this directive and draws cionclusions from them. The lessons to be learned from the EU Merger Directive - and those would apply to any future harmonization measure - are, amongst others, that the objective of the measure has to be defined razor sharp, that minimum harmonization measures may still lead to distortions among the Member States, and that it should be crystal clear on which foundations certain demarcations are made.
| Author | : Alistair Lindsay |
| Publisher | : Sweet & Maxwell |
| Total Pages | : 849 |
| Release | : 2012 |
| Genre | : Law |
| ISBN | : 041404844X |
Download The EU Merger Regulation Book in PDF, ePub and Kindle
This is the 4th edition of The EC Merger Regulation - a detailed guide to the method of merger control in the European Union. Fully revised for 2012, this comprehensive text describes how the European Commission determines approval of a notified merger, thereby providing information and techniques to complete merger deals successfully for companies operating in the European Union
| Author | : Catalin Stefan Rusu |
| Publisher | : Kluwer Law International B.V. |
| Total Pages | : 306 |
| Release | : 2010-01-01 |
| Genre | : Business & Economics |
| ISBN | : 9041132597 |
Download European Merger Control Book in PDF, ePub and Kindle
Twenty years of experience have inevitably brought to light challenges and tensions in the enforcement of the European merger control system. Some of these challenges have been faced, some have been solved and some remain latent. This very valuable study starts from the proposition that the EU has never fully acknowledged those fundamental challenges which relate to the rationale behind merger control in Europe. The author shows how the Commission's focus on adapting the rules of merger control to the economic realities of the future business environment, although designed with a view to facilitating European integration, has compromised attainment of legal certainty, transparency and welfare enhancement. In its detailed evaluation of the 'future market structure prediction process' embedded in European merger control policy, this book approaches two rock-bottom, far-reaching questions: In what ways does merger control promote consumer and societal welfare? Is the Commission able to correctly predict the outcome of any given concentration transaction? These considerations take the reader through a deep and searching analysis that calls into question the very credibility and transparency of the system, leading to alternatives which promise a new clarity of purpose and procedure. The author describes how these recommendations can be integrated into the functioning framework of the European project. Taken fully into account along the way is a wide spectrum of relevant source material, including the following: applicable articles and chapters of the founding and subsequent European Treaties; secondary European legislation concerning competition and merger activity; domestic competition laws; guidelines, notices and action plans; competition law reviews, statements of intentions; draft legislative attempts; speeches on the enactment and purpose of merger control; Member States' views concerning European merger control as expressed during Council negotiations; officially available concentration-related statistics; and a wide-ranging literature review covering both the legal and economic sides of merger control. Throughout, the author substantiates theoretical assertions with case law examples, clearly exposing doctrines arising from such cases as Continental Can, Phillip Morris/Rothmans and the Airtours, Schneider and Tetra Laval trilogy. A unique feature of the analysis draws on the author's personal experience while working for a Brussels competition law firm. This book is a remarkable compound of academic guide to the roots and rationales of the European Merger Control System, practical guide to the day-to-day intricacies of merger control enforcement, and 'raw' guide for decision makers and merger control law enforcers. It will be of immense value in all three contexts.
| Author | : Harm van den Broek |
| Publisher | : |
| Total Pages | : 0 |
| Release | : 2011 |
| Genre | : Antitrust law |
| ISBN | : 9789041138248 |
Download Cross-border Mergers Within the EU Book in PDF, ePub and Kindle
This study deals with fiscal aspects of cross-border mergers of companies. In particular it addresses the question whether cross-border mergers within the EU are a feasible option under the existing fiscal legislation of which Merger Directive 2009/133/EC of 19 October 2009 is an important part. The author focuses on the meaning of the Directive's tax provisions and gives an insight in legislative history documents. After an introduction, the various chapters discuss mergers under private international law; regulation and Directive on the European Company (SE); the Tenth Council Directive; cross-border mergers based on treaty freedoms; the Merger Directive; tax arrangements and treaty freedoms; the Netherlands; Germany; proposals and recommendations. The book also examines to what extent taxation as a result of mergers is in line with the freedom of establishment and the free movement of capital. Analysing the dangers of advance taxation, double taxation, double non-taxation, and additional tax claims as a result of a merger, the book deals with the following core elements: the aims of cross-border merger relief schemes; transfer of losses; exit taxation; taxation of dividend; withholding tax; employee participation rights; tax standing of creditors of a transferring company; and taxation of foreign shareholders.
| Author | : |
| Publisher | : |
| Total Pages | : 341 |
| Release | : 2009 |
| Genre | : |
| ISBN | : |
Download Survey of the Implementation of Council Directive 90 Book in PDF, ePub and Kindle
This study carried out by Ernst & Young provides a comprehensive overview of the implementation of the Merger Directive (Council Directive 90/434/EEC as amended) in the 27 EU Member States. The purpose of the survey is to enable the European Commission to assess the need for further EU-wide action in this area. The main finding of the survey is that most Member States have correctly transposed the Tax Merger Directive, but it has been under-utilised due to the fact that the corporate law allowing cross-border mergers has not been in place in many countries up to recently. The survey is based on an analysis of the Merger Directive article by article for each of the Member States. It follows a detailed task description agreed with the European Commission by raising several issues under each of the articles. The survey has been performed by local Experts of the Ernst & Young EU Competence Group of the 27 Member States during the period from November 2007 to August 2008 and reflects the current stand of local tax legislation in each of the Member States as of 31 January 2008.
| Author | : Thomas Papadopoulos |
| Publisher | : Springer Nature |
| Total Pages | : 511 |
| Release | : 2019-09-28 |
| Genre | : Law |
| ISBN | : 3030227537 |
Download Cross-Border Mergers Book in PDF, ePub and Kindle
This edited volume focuses on specific, crucially important structural measures that foster corporate change, namely cross-border mergers. Such cross-border transactions play a key role in business reality, economic theory and corporate, financial and capital markets law. Since the adoption of the Cross-border Mergers Directive, these mergers have been regulated by specific legal provisions in EU member states. This book analyzes various aspects of the directive, closely examining this harmonized area of EU company law and critically evaluating cross-border mergers as a method of corporate restructuring in order to gain insights into their fundamental mechanisms. It comprehensively discusses the practicalities of EU harmonization of cross-border mergers, linking it to corporate restructuring in general, while also taking the transposition of the directive into account. Exploring specific angles of the Cross-border Mergers Directive in the light of European and national company law, the book is divided into three sections: the first section focuses on EU and comparative aspects of the Cross-border Mergers Directive, while the second examines the interaction of the directive with other areas of law (capital markets law, competition law, employment law, tax law, civil procedure). Lastly, the third section describes the various member states’ experiences of implementing the Cross-border Mergers Directive.
| Author | : Werner Haslehner |
| Publisher | : Kluwer Law International B.V. |
| Total Pages | : 328 |
| Release | : 2018-12-20 |
| Genre | : Law |
| ISBN | : 9403501642 |
Download Time and Tax: Issues in International, EU, and Constitutional Law Book in PDF, ePub and Kindle
Time is a crucial dimension in the application of any law. In tax law, however, where an environment characterized by rapid change on the national, European, and international levels complicates the provision of accurate legal advice, timing is particularly sensitive. This book is the first to analyse the relationship between time and three key areas of tax: treaties, EU law, and constitutional law issues, such as legal certainty and individual rights. Among the numerous timing issues arising out of applying tax rules, the book addresses the following: – time limits within which relief must be requested; – statutes of limitation for claiming a tax refund; – transitional issues relating to changes in tax treaties; – attribution of profits and expenses to a moving or closed-down business; – effect of tax-related CJEU decisions and EU directives; – compliance of exit tax regimes with free movement; – limits of retroactivity under principles protected by the EU Charter and the ECHR; and – conflict between efficiency of taxation and individual rights. Derived from a recent conference organized by the prestigious ATOZ Chair for European and International Taxation at the University of Luxembourg, the book brings together contributions from leading tax experts from various areas of tax practice, academia, and the judiciary. Among other issues, the book notably expands on how economic theory can inform a constitutional analysis of the timing of taxation. There is no other work that concentrates so usefully on the difficulties associated with applying tax rules – whether arising from treaties, jurisprudence, or policy – to changing circumstances over time. This book will quickly prove itself to be an indispensable resource for European tax lawyers, policymakers, company counsels, and academics.
| Author | : Michael Lang |
| Publisher | : Linde Verlag GmbH |
| Total Pages | : 305 |
| Release | : 2022-08-25 |
| Genre | : Law |
| ISBN | : 3709412676 |
Download Introduction to European Tax Law on Direct Taxation Book in PDF, ePub and Kindle
Basic knowledge of European Tax Law This concise handbook has become a traditional instrument for gaining basic knowledge of European tax law with emphasis on direct taxes. It is directed at students, experienced international tax specialists with little knowledge of European law, European law specialists and non-Europeans who deal with Europe for business or academic reasons and need to understand the foundations of European tax law. Moreover, this book can be useful to academics without a legal background in approaching technical issues raised by European Union tax law, as well as give inspiration to the most experienced European direct tax law experts. This seventh edition further refines and updates the content, but also enhances the coordination across the chapter and the selection of case law in line with the weight that it carries for the development of European tax law. An indispensable consultation tool - Introduction to European Tax Law on Direct Taxation.
| Author | : Karoline Spies |
| Publisher | : Spiramus Press Ltd |
| Total Pages | : 361 |
| Release | : 2023-01-02 |
| Genre | : Business & Economics |
| ISBN | : 1913507467 |
Download Introduction to European Tax Law: Direct Taxation Book in PDF, ePub and Kindle
This handbook is a concise guide for all those who aim at obtaining a basic knowledge of European tax law. Designed for students, it should also be useful for experienced international tax specialists with little knowledge of European law, European law specialists who are reluctant to approach the technicalities of direct taxation and non-Europeans who deal with Europe for business or academic reasons and need to understand the foundations of European tax law. This book should also help academics without a legal background to approach the technical issues raised by European Union tax law. This edition contains selected relevant information available as of 30 June 2022. It retains all of the features and tools contained in the previous editions (including the final charts, which our readers very much appreciate). In this edition we have also included a list of relevant documents and a selection of reference textbooks on European tax law in five languages, which we found of potential interest to our readers.
