Update in the Netherlands
The Directive (EU) 2019/2121 on cross-border mergers, demergers and conversions (the “Mobility Directive”) was introduced by the EU Commission in 2018 to facilitate cross-border transactions within the EU. The objective of the Directive is to provide a new legal framework with comprehensive procedures for legal mergers, demergers and conversions, while ensuring that the interests of various stakeholders – in particular employees, shareholders and creditors – are adequately protected.
On 5 December 2022, the Dutch draft bill to implement the Mobility Directive was sent to House of Representatives (Tweede Kamer) for consideration. The bill should have been implemented by 31 January 2023, but it is currently unknown when the bill will be adopted.
A memorandum of amendment to the draft bill was published on 24 April 2023, introducing a transitional provision. The new legislation will not apply to cross-border transactions for which the transaction documentation was deposited with the Dutch Trade Register (or the relevant register in another EU Member State, in case of demergers or conversions) before the effective date of the bill. As a result, if this deposit is made before the effective date, legal entities can finalise their cross-border transaction without having to comply with any additional formalities introduced by the bill.
Note that this transitional provision only applies to those parts of the cross-border transaction governed by the laws of the Netherlands. Although a number of other EU Member States intends to introduce a comparable transitional provision, the (transitional) law of other EU Member States involved in the transaction may still require compliance with formalities envisaged by the Mobility Directive.
The draft bill is on the agenda for a procedural meeting in the House of Representatives on 17 May 2023.
For more information on the status of the Mobility Directive in other EU Member States see our Implementation Tracker.
For further information, please contact:
Guido Portier, Partner, Linklaters