Traduction de «Banque issue de la fusion » (Français → Anglais) :

It is apparent from Article 16(2)(b) of Directive 2005/56/EC that the national law of the Member State in which the company resulting from the cross-border merger has its registered office must provide that employees of establishments of the company resulting from the cross-border merger that are situated in other Member States are to have the same entitlement to exercise participation rights in the company resulting from the cross-border merger as is enjoyed by those employees employed in the Member State in which that new company has its registered office.

1. Each Member State shall designate the court, notary or other authority competent to scrutinise the legality of the cross-border merger as regards that part of the procedure which concerns the completion of the cross-border merger and, where appropriate, the formation of a new company resulting from the cross-border merger where the company created by the cross-border merger is subject to its national law.

2. However, the rules in force concerning employee participation, if any, in the Member State where the company resulting from the cross-border merger has its registered office shall not apply, where at least one of the merging companies has, in the six months before the publication of the draft terms of the cross-border merger as referred to in Article 6, an average number of employees that exceeds 500 and is operating under an employee participation system within the meaning of Article 2(k) of Directive 2001/86/EC, or where the national law applicable to the company resulting from the cross-border merger does not

If employees have participation rights in one of the merging companies under the circumstances set out in this Directive and, if the national law of the Member State in which the company resulting from the cross-border merger has its registered office does not provide for the same level of participation as operated in the relevant merging companies, including in committees of the supervisory board that have decision-making powers, or does not provide for the same entitlement to exercise rights for employees of establishments resulting from the cross-border merger, the participation of employees in the company resulting from the cross-bor ...[+++]der merger and their involvement in the definition of such rights are to be regulated.

Each Member State must designate the authority competent for scrutinising the legality of the cross-border merger as regards that part of the procedure that concerns the completion of the cross-border merger and, where appropriate, the formation of a new company resulting from the cross-border merger where the company created by the cross-border merger is subject to its national law.

If the parties to the merger were both large banks, each controlled by a widely held holding company, the resulting merged bank would have to be controlled by one of the holding companies that controlled those merger partners.