Ferrovial traslada su sede legal a Ámsterdam¿se puede hacer algo para evitarlo?

  1. Fernando Esteban de la Rosa
Journal:
La Ley mercantil

ISSN: 2341-4537

Year of publication: 2023

Issue: 102

Type: Article

More publications in: La Ley mercantil

Abstract

Ferrovial SA has submitted a cross-border merger plan under which it is expected to be absorbed by its Dutch subsidiary FISE, a European Company with its registered office in Amsterdam. The merger is covered by the European freedom of establishment of companies and is regulated by Spanish and Dutch legislation transposing Directive 2005/56/EC. This paper reviews the applicable regime and the way in which it satisfies the protection of the interests of shareholders, creditors, employees and the State. Operations such as the merger planned by Ferrovial highlight the contradictions inherent in the progress and development of European freedoms: the success of creating legal frameworks that guarantee the mobility of companies in their search for the best business opportunities is countered by the disappointment of having attractive regimes with which it is difficult to compete. Although this will not be easy, the survival of the European Union requires increased coordination by EU member states. The new Directive 2019/2121 is a positive step in this direction.