Translation of "cross division " (English → French) :

[11] The alternatives are: (i) a national division and a subsequent cross-border merger, which can be carried out on the basis of the SE Regulation or Directive 2005/56/EC and – if the cross-border merger is carried out on the basis of Directive 2005/56/EC – finally a conversion of the acquiring company into an SE, or (ii) a national division, followed by a conversion of the acquiring company into an SE and a subsequent transfer of the registered office of the SE.

It is also argued that although there is no legislation at EU level on cross-border divisions, the jurisprudence of the European Court of Justice in the Sevic Case (C-411/03) has already made it possible to carry out a cross-border division when the companies involved are governed by the laws of different Member States.

A respondent to the consultation argues that division is an obvious instrument for restructurings both within and across the boarders of a Member State and that a cross-border division whereby an SE could be formed would be easier and less time-consuming than the alternatives that already exist[11].

The requirements concerning disclosure of draft terms of merger in cross-border mergers pursuant to Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies (6) should be similar to those applicable to domestic mergers and divisions pursuant to Directive 78/855/EEC and Sixth Council Directive 82/891/EEC of 17 December 1982 based on Article 54(3)(g) of the Treaty, concerning the division of public limited liability companies (7).

(22a) By 31 December 2010 and in order to provide a binding framework of tax neutrality, the Commission should propose a directive for taxation of fund mergers following the principle of tax neutrality laid down in Council Directive 90/434/EEC of 23 July 1990 on the common system of taxation applicable to mergers, divisions, partial divisions, transfers of assets and exchanges of shares concerning companies of different Member States and to the transfer of the registered office, of an SE or SCE, between Member States and Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limit ...[+++]ed liability companies.

4. Regarding the Regulation on the electricity cross-border exchanges, the Rapporteur thinks that the main problem with the legislative proposal lies in the current division of competences between the different actors which leads to a confused and somehow cumbersome decision-making process.