argomento: News del mese - Diritto Internazionale e Comunitario

Articoli Correlati: E.U. - M&A - simplifications - limits

With the aim of making European companies more competitive and eliminating unjustified obstacles to the freedom of establishment in the single market, on 19 November 2019 the provision that adopted two proposals aimed at modernizing E.U. company law was adopted by the E.U. Council subject to amendment of Directive (EU) no. 2017/1132. The other proposal concerns the use of digital tools and processes in company law and was adopted in June 2019. The cross-border transformations, mergers and divisions of European companies will be simpler. But not when the operation aims to evade tax, for example by resorting to fictitious companies without a substantial economic purpose (the so-called letter box companies or “box companies”) and fictitious relocations carried out abroad only to evade tax (think of the tax scandals of recent years, Swiss Leaks and Lux ​​Leaks, revealed thanks respectively to the so-called Panama-Papers, Bahama Leaks and Paradise Papers). The Directive allows the online fulfillment of formalities for cross-border transactions by exchanging information through the existing registers of interconnected companies in digital format and introduces guarantees aimed at discouraging abuses and protecting the interests of workers, minority shareholders and creditors. All that remains is the publication in the Official Journal of the EU and twenty days later the new European Directive will be in force. Member States will have thirty-six months to implement the new legislation.