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Author: Publisher: ISBN: Category : Languages : en Pages : 341
Book Description
This study carried out by Ernst & Young provides a comprehensive overview of the implementation of the Merger Directive (Council Directive 90/434/EEC as amended) in the 27 EU Member States. The purpose of the survey is to enable the European Commission to assess the need for further EU-wide action in this area. The main finding of the survey is that most Member States have correctly transposed the Tax Merger Directive, but it has been under-utilised due to the fact that the corporate law allowing cross-border mergers has not been in place in many countries up to recently. The survey is based on an analysis of the Merger Directive article by article for each of the Member States. It follows a detailed task description agreed with the European Commission by raising several issues under each of the articles. The survey has been performed by local Experts of the Ernst & Young EU Competence Group of the 27 Member States during the period from November 2007 to August 2008 and reflects the current stand of local tax legislation in each of the Member States as of 31 January 2008.
Author: Publisher: ISBN: Category : Languages : en Pages : 341
Book Description
This study carried out by Ernst & Young provides a comprehensive overview of the implementation of the Merger Directive (Council Directive 90/434/EEC as amended) in the 27 EU Member States. The purpose of the survey is to enable the European Commission to assess the need for further EU-wide action in this area. The main finding of the survey is that most Member States have correctly transposed the Tax Merger Directive, but it has been under-utilised due to the fact that the corporate law allowing cross-border mergers has not been in place in many countries up to recently. The survey is based on an analysis of the Merger Directive article by article for each of the Member States. It follows a detailed task description agreed with the European Commission by raising several issues under each of the articles. The survey has been performed by local Experts of the Ernst & Young EU Competence Group of the 27 Member States during the period from November 2007 to August 2008 and reflects the current stand of local tax legislation in each of the Member States as of 31 January 2008.
Author: Jérôme Vermeylen Publisher: OUP Oxford ISBN: 0191630993 Category : Law Languages : en Pages : 1587
Book Description
The most comprehensive guide to all techniques available to European companies, European Cross-Border Mergers and Reorganisations is the ideal reference tool for lawyers, auditors, notaries and scholars working in the field. Providing everything a practitioner needs to co-ordinate a successful cross-border merger, the book analyses the EU Directives and how they have been applied in each of the main EU/EEA member states. The diverging rules for each jurisdiction are highlighted and explained enabling quick comparisons to be made between countries for assessing feasibility of the chosen technique. As well as the requirements, formalities and potential pitfalls of cross-border mergers, each country analysis addresses the relevant aspects of corporate, employment and tax law such as informing shareholders and employees, verification of the legality of the merger, and language requirements. The book also considers other cross-border reorganisation techniques, such as demergers, partial demergers, the transfer of branches of activity, the creation of a Societas Europaea, or a Societas Cooperativa Europea, and the cross-boarder transfer of a company's head office or registered office, providing a practical guide to the best possible solution for a practitioner's client. European Cross-Border Reorganisations: Law and Practice is an easy-to-use reference work for legal, tax and audit professionals involved in mergers.
Author: Harm Van den Broek Publisher: Kluwer Law International B.V. ISBN: 9041140158 Category : Law Languages : en Pages : 816
Book Description
As a result of the Regulation on the European Company and the Tenth Council Directive, all Member States are obliged to finally implement the merger arrangements of the 1990 Fiscal Merger Directive, forcefully raising the question of the tax consequences of cross-border mergers. This book is the first to focus in such an extended way on the meaning of the 1990 Directive’s tax provisions in this context. With unique and valuable insights drawn from legislative history documents never examined before, its detailed commentary leads to sound and practical recommendations on cross-border mergers within the EU from a tax law perspective. This book also examines to what extent taxation as a result of mergers is in line with the freedom of establishment and the free movement of capital. Clearly analysing the dangers of advance taxation, double taxation, double non taxation, and additional tax claims as a result of a merger, the book deals with such core elements as the following: the aims of cross-border merger relief schemes; the aims of cross-border merger relief schemes; transfer of losses; exit taxation; taxation of dividend withholding tax; employee participation rights; tax standing of creditors of a transferring company; and taxation of foreign shareholders. With its new insights on tax aspects of mergers within the European Union, this book will be of special value to merging companies and their shareholders, to tax administrations and courts, and to legislators who must properly implement the Merger Directive.
Author: Frederik Boulogne Publisher: Kluwer Law International B.V. ISBN: 9041167145 Category : Law Languages : en Pages : 434
Book Description
The European Union (EU) Merger Directive removes certain tax disadvantages encountered by companies and their shareholders in the course of a restructuring operation. However, in spite of amendments and European Court of Justice's (ECJ) interpretations of its provisions, various shortcomings remain. This thoroughgoing analysis, broader and deeper than any prior work on the subject, addresses all the Directive's subtopics methodically, following the paragraphs of Articles 1-15 in their logical succession. The author analyses the points in which the Merger Directive falls short of attaining its stated objective, and he also examines how these shortcomings could be scaled. To do so, he tests the Merger Directive against its own objective, primary EU law (the fundamental freedoms and the unwritten general principles of EU law) and non-discrimination provisions in relevant treaties. Each of the following questions is addressed and responded to in depth: – Which entities have access to the Merger Directive and which entities should have access to it? – Which operations are covered by the Merger Directive and which operations should be covered? – Which tax disadvantages to cross-border restructuring operations does the Merger Directive aim to remove, which tax disadvantages have been actually removed, which tax disadvantages remain, and how should the Merger Directive be amended to remove the remaining tax disadvantages? – How tax avoidance should be combated under Article 15(1)(a) of the Merger Directive, which possible types of tax avoidance can be identi¬fied, and how the Merger Directive should be amended? – Which cases of double taxation does a taxpayer engaging in cross-border restructuring operations potentially encounter, and how they can be taken away by the Merger Directive? The key shortcomings that are identifi¬ed are: the Merger Directive’s objective is not stated precisely; minimum harmonisation does not lead to a common tax system; exhaustive lists are used as legislative technique; the Merger Directive does not add much to the outcomes reached through negative harmonisation; and the de¬finitions of qualifying operations are not fully aligned with corporate law. Chapter 6 contains a deeply informed and viable proposal for the amendment of the Merger Directive. This is the fi¬rst treatment not only to evaluate the Directive's effi¬cacy in detail but also to offer real solutions to its shortcomings. It will be welcomed by policymakers, judges, practitioners and academics, and the recommendations it contains are sure to affect ongoing amendments and jurisprudence on the Merger Directive.
Author: D. Pîrvu Publisher: Springer ISBN: 1137000910 Category : Business & Economics Languages : en Pages : 386
Book Description
Through the arguments for corporate tax harmonization in the EU and describing the current stage of this process, the legislative rules which are insufficient to solve the many problems implied by the proper functioning of the Single Market, are revealed. The book also exposes the issues involved in the consolidation of the corporate tax base.
Author: Sriram Govind Publisher: Linde Verlag GmbH ISBN: 3709410754 Category : Law Languages : en Pages : 696
Book Description
Tax treaty law and EU tax law in connection with hybrid entities Hybrid entities have traditionally been used as an avenue for international tax planning, and extending benefits under tax treaties to such entities has been a source of controversy for many years now. Although the OECD Partnership Report provided solid policy footing on this issue, there was still no common legal basis that countries could rely on for such positions. The increasing focus of countries towards the curbing of tax avoidance and abuse involving hybrid mismatch arrangements culminated in a specific action plan in the BEPS Project being dedicated to the design of domestic rules and the development of treaty provisions that would neutralize the tax effects of such arrangements. This volume provides an in-depth analysis of various aspects of this topic. It is divided into two parts – the first dealing exclusively with tax treaty issues arising in connection with hybrid entities and the second dealing with EU tax law issues surrounding hybrid entities. The former part comprises chapters analysing how tax treaties have historically dealt with this issue with a focus on domestic court jurisprudence, the positions in the OECD and the UN Model Conventions, the developments that have come about owing to the BEPS Project, and the impact of several existing measures, regimes, and vehicles on these tax treaty provisions. The latter part comprises chapters on how hybrid entities are dealt with under primary EU law, under various secondary law directives including the newly enacted Anti-Tax Avoidance Directives, and an analysis of policy solutions offered in this direction.
Author: Commission of the European Communities Publisher: ISBN: 9789289459037 Category : Environmental law Languages : en Pages : 44
Book Description
Recoge:1. Implementation of community environmental law - 2. Impel - 3. Details of member states transposing measures communicated for community directives to be transposed during the period covered by this survey.
Author: Luca Cerioni Publisher: Routledge ISBN: 1317817583 Category : Law Languages : en Pages : 273
Book Description
Within the European Union, direct taxation is an area which often provokes controversy due to tensions between the tax sovereignty of the individual Member States and the desire for an integrated internal market. This book offers a critical review of the legislative and case-law developments in this area at the EU level, and reviews the European Commission’s proposed solutions in light of their concerns regarding the proper functioning of the EU’s internal market. Luca Cerioni set out a series of benchmarks determined from the objectives expressed by the European Commission, including: the elimination of double taxation and double non-taxation; the simplification of cross-border tax compliance; the reduction of abusive forum-shopping practices and general aggressive tax planning strategies; legal certainty for all businesses and individuals carrying on activities and receiving income in more than one EU Member State. Cerioni uses these benchmarks to ask which Directives and/or rulings have left legal uncertainty, and which have ended up creating or increasing the scope for aggressive tax planning. The book puts forward a comprehensive solution for a new optimal regime relating to tax residence, which would contribute to the EU project to the mutual benefit of Member States and taxpayers. As a thorough and critical discussion of EU tax rules in force, and of the European Court’s case law in direct taxation, this book will be of great use to academic researchers and students of EU law, tax practitioners, and policy-makers at the EU and national level.
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Author: Jérôme Vermeylen
Author: Harm Van den Broek
Author: Frederik Boulogne
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Author: D. Pîrvu
Author: Sriram Govind
Author: Commission of the European Communities
Author: Luca Cerioni
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