The format of the consultation is a multiple choice questionnaire.

It is part of the EC 2012 action plan on European company law and corporate governance, which aimed to consider the appropriateness of amendments to improve the existing Directive 2005/56/EC on cross-border mergers and a possible initiative to provide a framework for cross-border divisions of companies.

The action plan stressed that Directive 2005/56/EC (CBMD - Cross-Border Merger Directive) was a big step forward for cross-border mobility of

companies in the EU and, at the same time, acknowledged that it might need to be adjusted to meet the changing needs of the single market. The study on the application of this directive identified a number of problems/difficulties related to its implementation and functioning in practice.

For instance, the study identified procedural rules as being a source of uncertainty and complexity, in particular, rules on creditors’ protection, minority shareholders’ protection and the valuation of assets.

The relevant rules have been harmonised at national level for a number of years by Directive 82/891/EEC but this does address a European framework.

The EU is particularly interested in which requirements for companies should be harmonised, including:

• Creditors' meetings;
• Guarantees/securities; and
• Separate management of assets and liabilities

Another key issue is the starting date for the rules, effectively whether this should be before a cross-border merger takes effect ("ex ante"), after a cross-border merger takes effect ("ex post") or any other potentially workable alternatives.

The closing date for the consultation is 1 December 2014.

The consultation document is available at http://ec.europa.eu/internal_market/consultations/2014/cross-border-mergers-divisions/docs/consultation-document_en.pdf

For further information about submissions, click here http://ec.europa.eu/internal_market/consultations/2014/cross-border-mergers-divisions/index_en.htm