Cross-border merges and Corporate Mobility in the European Union: A difficult balance

In the European Union, like in the US, corporate law is state law, not “federal” law . Cross-border corporate transactions, however, are regulated differently. In the US, corporations can enter into cross-border mergers and, in this way, merge into a corporation regulated under the law of another state of the US. This is also the most common way to reincorporate from one state to another. In the European Union, only in recent years due to the holdings of the Court of Justice of the European Union (“CJEU”) and of EU secondary law, have corporations been allowed to enter into cross-border mergers and, in this way, change the state of incorporation. However, the European Union and the US still diverge on a significant number of issues.