Český finanční a účetní časopis 2010(4):19-27 | DOI: 10.18267/j.cfuc.83

Transposition of the Participation Rights to Employees into the National Law of Cross-border Mergers

Marcela Žárová

Doc. Ing. Marcela Žárová, CSc. - docentka; Katedra finančního účetnictví a auditingu, Fakulta financí a účetnictví, Vysoká škola ekonomická v Praze, nám. W. Churchilla 4, 130 67 Praha 3, Česká republika; <zarova@vse.cz>.

This article deals with transposition of the employee participation from the 10th Directive of the European Parliament and of the Council on cross-border mergers of limited liability companies into the national law, which is represented by Czech law here. Transposition of the employees´ participation from the 10th Directive on cross-border mergers suffers from different deceases. One of first problem is the different understanding of limited liability companies. Czech company law enlarged the entities to be concerned by this law differently in comparison with the 10th EC Directive. The extension of participation rights to employees means the right to vote or nominate members in Board of directors and Supervisory board that have decision-making powers of the company resulting from the cross-border merger with the seat in the Czech Republic after the registering into the Companies´ Register. Transposition of the employee participation from the 10th Directive on cross-border mergers into the national law has not been realized explicitly, the way of the extension of participation rights to employees, contents two distinct interpretations and the Directive transposition has brought a lot of obstacles as a result.

Keywords: Tenth Company Law Directive; Cross border merge; Participation rights to employees.

JEL classification: M41

Published: December 1, 2010  Show citation