The provisions of articles L. 2352-3 to L. 2352-8, relating to the appointment, election and status of the members of the special negotiating body in the European Company, apply to the company resulting from a cross-border operation.
The special negotiating body takes its decisions by an absolute majority of its members, who must also represent an absolute majority of the employees of the participating companies, subsidiaries and establishments concerned. Each member has one vote. By way of derogation from the first paragraph, in the event of a cross-border merger, the decision not to enter into negotiations or to terminate negotiations already entered into and to rely on…
No employee may be penalised or dismissed for taking part in the taking of a decision pursuant to Article L. 2372-4. Any decision or act contrary to this prohibition is automatically null and void. The other operating procedures of the special negotiating body are governed by articles L. 2352-9 to L. 2352-12 and L. 2352-15.
Subject to the provisions of the second paragraph of Article L. 2372-4, the managers of each of the companies participating in the cross-border operation negotiate with the special negotiating body with a view to reaching an agreement which determines : 1° The participating companies, establishments and subsidiaries concerned by the agreement ; 2° The terms and conditions of participation, including, where applicable: a) The number of members of the administrative…
The agreement referred to in Article L. 2372-2 also provides, for all rules relating to employee profit-sharing, for a level at least equivalent to that existing in the company being split up or which is to be transformed.
Where several forms of shareholding exist within the companies involved in the transaction, the special negotiating body which decides to implement the procedures provided for in 2° of Article L. 2372-6 shall first choose, under the conditions provided for in the first paragraph of Article L. 2372-4, which of these forms shall be applied within the company resulting from the cross-border transaction.
The management of the participating companies and the special negotiating body may decide, by agreement, to apply Chapter III of this Title.
A committee of the company resulting from a cross-border operation is set up when, at the end of the negotiation period provided for in Article L. 2352-9, no agreement has been reached and the special negotiation body has not taken the decision provided for in the second paragraph of Article L. 2372-4 or when the managers of the companies participating in the cross-border operation choose, without prior negotiation, to set…
In the case provided for in Article L. 2373-1, the company resulting from a cross-border operation may only be registered if the parties decide to apply the provisions of this Chapter and Chapter IV or if the directors of the participating companies undertake to apply them.
The provisions relating to the powers, composition and operation of the committee of the European Company, set out in Articles L. 2353-3 to L. 2353-27-1, are applicable to the committee of the company resulting from the cross-border operation for the implementation of the employee shareholding arrangements as defined in Article L. 2351-6.
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182, rue de Rivoli
75001, Paris France
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is a Registered Trademark of
PETROFF LAW FIRM (SELARL LEGASTRAT)
182, rue de Rivoli
75001, Paris France
RCS Paris n°814433470
Paris Bar Registration n° (Toque) C2396
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