The Resource Does the Merger Directive violate primary law by excluding EU companies having their place of effective management in a third country?

Does the Merger Directive violate primary law by excluding EU companies having their place of effective management in a third country?

Label
Does the Merger Directive violate primary law by excluding EU companies having their place of effective management in a third country?
Title
Does the Merger Directive violate primary law by excluding EU companies having their place of effective management in a third country?
Creator
Subject
Language
eng
Summary
Confirmed by case law, the freedom of establishment (Articles 49, 54 TFEU) applies for companies formed in accordance with the law of a Member State and those having their registered office, central administration or principal place of business within the European Union. Thus, the company's place of effective management (POM) itself and its location are irrelevant criteria for applying the freedom of establishment. Therefore, an EU company with a POM in a third State can generally rely on the freedom of establishment. Moreover, pursuant to the European Court of Justice, cross-border mergers within the EU are also covered by the freedom of establishment (A OY, SEVIC Systems). However, Article 3(b) of the EU Merger Directive generally disallows a tax-neutral cross-border merger if the transferring or acquiring company has a POM outside the EU. This article discusseses whether Article 3(b) of the EU Merger Directive infringes the freedom of establishment by excluding EU companies with a POM in a third State from taking part in a tax-neutral cross-border merger. In this regard, a short overview of the Directive's implementation in national tax law is given. On this basis, the article highlights general implications for the reorganization tax law in other Member States and other EU direct tax directives
Citation source
In: Intertax. - Alphen aan den Rijn. - Vol. 43 (2015),
http://library.link/vocab/creatorName
Kollruss, T
Geographic coverage
  • European Union
  • Europe
Language note
English
http://library.link/vocab/subjectName
  • Merger Directive
  • place of effective management
  • third countries (EU)
  • fundamental freedoms
  • cross-border merger
  • ECJ case law
Label
Does the Merger Directive violate primary law by excluding EU companies having their place of effective management in a third country?
Instantiates
Publication
Label
Does the Merger Directive violate primary law by excluding EU companies having their place of effective management in a third country?
Publication

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