Creditor Protection in Cross-Border Conversions, Mergers and Divisions : The New EU Regime Following Directive 2019/2121

This is a draft chapter for a forthcoming volume, "Freedom of establishment and cross-border mobility for companies in the EU", edited by Paula Del Val Talens, Wolters Kluwer (2023 expected). It provides an illustration and a critical assessment of the EU creditor protection regime established for cross-border conversions, mergers and divisions by Directive 2019/2121. Following an outline of the goals underlying EU policymakers’ intervention in the area, the chapter discusses the risks that cross-border conversions, mergers and divisions pose to the creditors of the companies involved, distinguishing between risks connected to the specific nature of the transaction and risks connected to its cross-border nature. The chapter then describes the framework and major features of the creditor protection regime established by Directive 2019/2121 to address those risks, highlighting its most significant gaps, ambiguities and weaknesses. The chapter concludes with a discussion of whether providing creditors with specific protection mechanisms in the context of cross-border conversions, mergers and divisions is a sound policy choice