This document is an excerpt from the EUR-Lex website
Document 62011CJ0635
Summary of the Judgment
Summary of the Judgment
Keywords
Freedom of movement for persons — Freedom of establishment — Companies — Directive 2005/56 — Cross-border mergers of limited liability companies — Company resulting from a cross-border merger — Employees employed in the Member State where the company has its registered office or in other Member States — Participation rights — Failure to provide identical rights — Failure to fulfil obligations
(European Parliament and Council Directive 2005/56, Art. 16(2)(a) and (b))
Summary
A Member State which fails to adopt all the laws, regulations and administrative provisions necessary to ensure that the employees of establishments of a company resulting from a cross-border merger situated in other Member States than that in which that company has its registered office enjoy participation rights identical to those enjoyed by the employees employed in the Member State in which that company has its registered office, fails to fulfil its obligations under Article 16(2)(b) of Directive 2005/56/EC on cross-border mergers of limited liability companies.
In view of the EU legislature’s intention to protect employee participation rights both in circumstances governed by the rules relating to the European company and in those governed by national law, it is important, in national rules also, not only for employee participation in the companies concerned by the merger to be preserved, in accordance with Article 16(2)(a) of the Mergers Directive, but also for the rights enjoyed by those employees employed in the Member State in which the company resulting from the cross-border merger has its registered office, in accordance with Article 16(2)(b) of that directive, to be extended to the other employees concerned by the merger who are employed in other Member States.
(see paras 43, 50, operative part)
Case C-635/11
European Commission
v
Kingdom of the Netherlands
‛Failure of a Member State to fulfil obligations — Directive 2005/56/EC — Cross-border mergers of limited liability companies — Article 16(2)(a) and (b) — Company resulting from a cross-border merger — Employees employed in the Member State where the company has its registered office or in other Member States — Participation rights — Failure to provide identical rights’
Summary — Judgment of the Court (Eighth Chamber), 20 June 2013
Freedom of movement for persons — Freedom of establishment — Companies — Directive 2005/56 — Cross-border mergers of limited liability companies — Company resulting from a cross-border merger — Employees employed in the Member State where the company has its registered office or in other Member States — Participation rights — Failure to provide identical rights — Failure to fulfil obligations
(European Parliament and Council Directive 2005/56, Art. 16(2)(a) and (b))
A Member State which fails to adopt all the laws, regulations and administrative provisions necessary to ensure that the employees of establishments of a company resulting from a cross-border merger situated in other Member States than that in which that company has its registered office enjoy participation rights identical to those enjoyed by the employees employed in the Member State in which that company has its registered office, fails to fulfil its obligations under Article 16(2)(b) of Directive 2005/56/EC on cross-border mergers of limited liability companies.
In view of the EU legislature’s intention to protect employee participation rights both in circumstances governed by the rules relating to the European company and in those governed by national law, it is important, in national rules also, not only for employee participation in the companies concerned by the merger to be preserved, in accordance with Article 16(2)(a) of the Mergers Directive, but also for the rights enjoyed by those employees employed in the Member State in which the company resulting from the cross-border merger has its registered office, in accordance with Article 16(2)(b) of that directive, to be extended to the other employees concerned by the merger who are employed in other Member States.
(see paras 43, 50, operative part)