Shortcomings in the EU Merger Directive
Series on International Taxation Volume 57
The book, Shortcomings in the EU Merger Directive, offers solutions for dealing with issues arising out of the shortcomings in the European Union (EU) Merger Directive (adopted in 1990 with the aim of eliminating the tax obstacles to cross-border restructuring operations, while simultaneously safeguarding the financial interests of EU Member States). In spite of the amendments and the European Court of Justice’s (ECJ) interpretations of its provisions, various shortcomings remain. Most of these pitfalls exist where the Directive conflicts with higher (EU) law (the fundamental freedoms and the general principles of EU law). Now, more than twenty years later, there is a heightened interest in tax harmonisation, while drawing reference from the ECJ's significantly developed case-law in the field of direct taxation and learning from the issues that have emerged with the implementation of the Directive in the Member States.
The main objective of this book is to provide a thorough analysis of the Merger’s drawbacks – being broader and deeper than any prior work on the subject – addressing 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.
What’s in this book:
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 identified, 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 can they be taken away by the Merger Directive?
The key shortcomings that are identified 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 techniques; the Merger Directive does not add much to the outcomes reached through negative harmonisation; and the definitions of qualifying operations are not fully aligned with corporate law.
The book is structured along five themes, including an additional chapter on the suggestions of the amendments. In Chapter 1 the scope ratione personae of the Directive is examined. In Chapter 2 the scoperatione materiae of the Directive is discussed. Chapter 3 focuses on the granting of the Directive’s benefits. Chapter 4 covers the anti-abuse provision in the Directive. Chapter 5 looks at miscellaneous issues, such as the impact of restructuring on group taxation regimes, the consequences of restructuring on the avoidance of double taxation, and the possibility to expand the Directive to other taxes than (personal) income taxes. Finally, Chapter 6 contains a deeply informed and viable proposal for the amendment of the Merger Directive.
How this will help you:
|Product Line||Kluwer Law International|
CHAPTER 1 The Scope Ratione Personae.
CHAPTER 2 The Scope Ratione Materiae.
CHAPTER 3 Carry-Over of Balance-Sheet Values, Provisions, Reserves and Losses.
CHAPTER 4 The Combat of Tax Avoidance under the Merger Directive.
CHAPTER 5 The Avoidance of Double Taxation under the Merger Directive.
CHAPTER 6 Proposal for the Amendment of the Merger Directive.
CHAPTER 7 Overall Conclusion.
Table of Cases.
Table of Treaties, Regulation, Directives and Communication.
Opinions of the European Economic and Social Committee.
Standing Order Program Confirmation
By enrolling a product in our Standing Order Program, you will automatically receive new editions of and other updates to the product as they become available on a risk-free, 30 day trial basis. Updates are invoiced at the then-current price, along with applicable sales tax and *shipping & handling charges. You have the right to return any update within 30 days of receipt.If you decide to keep the update after the 30 day review period ends, you are responsible for paying the invoice in full. The frequency of Standing Order shipments vary by title based on regulatory developments and publishing schedule. You are never obligated to purchase a minimum number of updates in order to take advantage of our Standing Order program. If you decide, for any reason, that you are no longer interested in the Standing Order program, or you did not intend to enroll, you may cancel any time by calling Customer Service at 800-234-1660 or emailing [email protected]
*Shipping & handling charges are calculated based on the value/weight of the product, the destination, and the method of shipment. For orders in USD shipped within the U.S., the charge for regular ground shipping will be capped at $35.00. For orders in EUR and GBP, the charge for regular ground shipping will be capped at 35 EUR or 35 GBP.
We will contact you as updates become available, but we will not automatically send new content.
1 item added to cart
To proceed, please Log In or Create an Account
By ordering the product, you agree to the terms & conditions.
Request to Reset Your Password
Please enter the email address associated with your account. We will send you an email with a link to reset your password.
Failed to reset password
Message with temporary link was not sent. Something went wrong.Back to Login
Failed to reset password
Message with temporary link was not sent. Email was not found.Back to Login
Request to Reset your Password Received
Instructions for resetting your password have been sent to your email address. If you don't see it in your inbox in the next few minutes, be sure to check you spam or junk folder.
- Antitrust & Competition
- Antitrust, Competition Law & Trade
- Arbitration, Dispute Resolution & Mediation
- Banking & Consumer Finance Law
- Blue Chip
- Comparative Law (International)
- Comparative Law (Legal)
- Competition Law
- Construction Law
- Corporate Counsel
- Elder & Estate Law
- Employee Benefits (Corporate)
- Employee Benefits (Legal)
- Energy (Corporate)
- Energy (Government)
- European Community Law
- Family Law
- Government Contracts (Corporate)
- Government Contracts (Government)
- Health Law
- Health Law & Administration
- Healthcare Coding & Reimbursement
- Healthcare Compliance Management
- Healthcare Incident Management
- Healthcare Policy Management
- Healthcare Regulatory Change Management
- Healthcare Risk Assessment & Mitigation
- Human Resources
- Insurance Law
- Intellectual Property
- International Arbitration, Litigation & Mediation
- International Corporate & Commercial Law
- International Environmental & Energy Law
- International Intellectual Property Law
- International Labor & Employment Law
- International Tax Law
- International Trade Law
- International Transport Law
- Labor & Employment Law (Corporate)
- Labor & Employment Law (Government)
- Labor & Employment Law (Legal)
- Payroll & Entitlements
- Pension (Corporate)
- Pension (Legal)
- Practice of Law
- Products Liability
- Real Estate
- Securities & Corporate Law (Government)
- Securities & Corporate Law (Legal)
- Survey, Attest, & Engage
- Tax Law
- Transportation Law
To proceed, please Log In or Create an Account
Thank you for your inquiry! We look forward to connecting with you.
Your request has been forwarded to a Wolters Kluwer representative who will contact you shortly!