Cross-border reorganizations of companies in the light of the Directive 2019/2121

Bibliogr. s. 182-185

Directive 2019/2121, harmonizing the legal framework for cross-border restructurings: conversions, mergers and divisions of limited liability companies, is a response to the calls that have been formulated for years by the legal doctrine and the business. The goal of the new provisions is to facilitate the exercise of the freedom of establishment by companies within the single market. The new EU model of cross-border company restructurings, in addition to the two-stage procedure already provided for cross-border mergers, also includes instruments to protect minority shareholders, creditors and employees. In total, this creates a "level playing field" for corporate mobility and minimizes the risk of regulatory arbitrage in company law in Europe, as well as the phenomenon known as "race to the laxity" between national legislators. This contribution aims to present and critically analyse the model of cross-border restructurings of limited liability companies that emerges from the Directive 2019/2121, with emphasis on the new approach to combating abuse and fraud in relation to cross-border operations. This breakdown is preceded by the presentation of the Court of Justice's judgments regarding the freedom of establishment and some remarks on the need to harmonize the legal framework for corporate mobility in the EU, as well as the history that led to the adoption of the Directive 2019/2121. Finally, de lege ferenda proposals regarding the implementation of the Directive 2019/2121 into Polish law are presented.