TITLE IIF1CONVERSIONS, MERGERS AND DIVISIONS OF LIMITED LIABILITY COMPANIES
CHAPTER IICross-border mergers of limited liability companies
Article 124F1Report of the administrative or management body for members and employees
1
The administrative or management body of each of the merging companies shall draw up a report for members and employees explaining and justifying the legal and economic aspects of the cross-border merger, as well as explaining the implications of the cross-border merger for employees.
It shall, in particular, explain the implications of the cross-border merger for the future business of the company.
2
The report shall also include a section for members and a section for employees.
The company may decide either to draw up one report containing those two sections or to draw up separate reports for members and employees, respectively, containing the relevant section.
3
The section of the report for members shall, in particular, explain the following:
a
the cash compensation and the method used to determine the cash compensation;
b
the share exchange ratio and the method or methods used to arrive at the share exchange ratio, where applicable;
c
the implications of the cross-border merger for members;
d
the rights and remedies available to members in accordance with Article 126a.
4
The section of the report for members shall not be required where all the members of the company have agreed to waive that requirement. Member States may exclude single-member companies from the provisions of this Article.
5
The section of the report for employees shall, in particular, explain the following:
a
the implications of the cross-border merger for employment relationships, as well as, where applicable, any measures for safeguarding those relationships;
b
any material changes to the applicable conditions of employment or to the location of the company’s places of business;
c
how the factors set out in points (a) and (b) affect any subsidiaries of the company.
6
The report or reports shall be made available in any case electronically, together with the common draft terms of the cross-border merger, if available, to the members and to the representatives of the employees of each of the merging companies or, where there are no such representatives, to the employees themselves, not less than six weeks before the date of the general meeting referred to in Article 126.
However, where the approval of the merger is not required by the general meeting of the acquiring company in accordance with Article 126(3), the report shall be made available at least six weeks before the date of the general meeting of the other merging company or companies.
7
Where the administrative or management body of the merging company receives an opinion on the information referred to in paragraphs 1 and 5 in good time from the representatives of the employees or, where there are no such representatives, from the employees themselves, as provided for under national law, the members shall be informed thereof and that opinion shall be appended to the report.
8
The section of the report for employees shall not be required where a merging company and its subsidiaries, if any, have no employees other than those who form part of the administrative or management body.
9
Where the section of the report for members referred to in paragraph 3 is waived in accordance with paragraph 4 and the section for employees referred to in paragraph 5 is not required under paragraph 8, the report shall not be required.
10
Paragraphs 1 to 9 of this Article shall be without prejudice to the applicable information and consultation rights and procedures provided for at national level following the transposition of Directives 2002/14/EC and 2009/38/EC.
Substituted by Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions (Text with EEA relevance).