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European Commission - Press release

Internal Market: Commission acts to ensure implementation of simplified EU rules on mergers and divisions in six countries

Brussels, 26 January 2012 - The European Commission has today acted to ensure that five Member States (Cyprus, Italy, Romania, Slovenia and Spain) comply with their obligation to implement simplified rules on mergers and divisions. The Commission is concerned that the five Member States have failed to fulfil their commitments under the Directive regarding simplified reporting and documentation requirements in case of mergers and divisions (2009/109/EU). The deadline for implementing the rules in question was 30 June 2011. The Commission has also requested the United Kingdom to implement those parts of the Directive it has so far failed to. The aim of the Directive is to simplify requirements on reporting and on publication of draft terms with regard to mergers and divisions. If the Directive is not fully implemented in all Member States, companies cannot reap the benefits of the reduced administrative burdens achieved by the Directive. Timely and correct implementation of the Directive is necessary to achieve this aim.

The Commission's request to the Member States concerned takes the form of a reasoned opinion. If the national authorities do not reply satisfactorily within two months, the Commission may refer the matter to the Court of Justice.

What is the aim of the EU rule in question?

The Directive aims to reduce the administrative burdens on European public limited liability companies in the area of mergers and divisions by:

  • reducing reporting requirements of companies, in particular where shareholders decide that certain reports are not needed and in the context of so-called simplified mergers and divisions between parent companies and their subsidiaries;

  • reducing double reporting where reporting requirements also result from other EU rules; and

  • introducing the possibility for companies to use the Internet and electronic mail in order to publish the draft terms of a merger or division and to provide shareholders with the documentation required.

How are Member States not respecting this rule?

While the majority of the Member States have fully implemented the Directive, in five Member States - Cyprus, Italy, Romania, Slovenia, Spain- all of the Directive's provisions still have to be implemented.

In the case of United Kingdom, implementation is lacking with regard to Gibraltar.

More information

Latest information on infringement proceedings concerning all Member States:

For more information on infringement procedures, see MEMO/12/42

Contacts :

Chantal Hughes (+32 2 296 44 50)

Carmel Dunne (+32 2 299 88 94)

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