MONTH-IN-BRIEF (Jan 2024)
Transposition of the European Mobility Directive into Dutch Law
On September 1, 2023, the Act on the Transposition of the Directive on cross-border conversions, mergers, and demergers (the “Act”) entered into force. The purpose of the Act is to transpose European Directive (EU) 2019/2121 (the “Mobility Directive”) into Dutch law. The Mobility Directive, which entered into force on January 1, 2020, aims to promote freedom of establishment for capital companies within the European Union (“EU”), while also strengthening the rights of stakeholders. This is achieved by introducing new rules on cross-border conversions and demergers and adapting the already existing rules on cross-border mergers.
Although the Netherlands did not have a legal framework for cross-border conversions and divisions before the Act entered into force, in practice, such transactions were already taking place, pursuant to case law of the European Court of Justice. However, the lack of a legal framework made the implementation of cross-border conversions and demergers difficult, and their effectiveness was to a certain extent legally uncertain.