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PR(09)21: Iceland fails to fully implement the Cross-border Mergers Directive


The EFTA Surveillance Authority has decided to send a reasoned opinion to Iceland for failure to fully implement the so called Cross-border Mergers Directive[1].

The Directive facilitates mergers of limited-liability companies on a cross-border basis, which have previously been impossible or entailed prohibitive costs. It sets up a simple framework drawing largely on national rules applicable to domestic mergers and avoids the winding up of the acquired company. The Directive fills an important gap in company law.

Iceland should have implemented the Directive in full by 15 December 2007. According to information from the Icelandic Government, Article 16 of the Directive has not been implemented into Icelandic legislation. This Article provides for employee participation in the company resulting from a cross-border merger of limited-liability companies.

The purpose of the reasoned opinion is to give Iceland a last chance to take corrective measures before the Authority decides whether to bring the matter before the EFTA Court. Iceland has been given two months to take the measures necessary to comply with the reasoned opinion.

For further information, please contact:


Mr. Eirik Ihlen
Officer, Internal Market Affairs Directorate
Tel. (+32)(0)2 286 18 78, or


Mr. Inge Hausken Thygesen
Press & Information Officer, Legal and Executive Affairs Directorate
Tel. (+32)(0)2 286 18 66 or (+32)(0)475 81 37 59



Brussels, 25 February 2009


[1]Directive 2005/56/EC

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