New rules for EU cross-border conversions and divisions of companies

Yesterday, the law of 17 February 2025 transposing the Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019, known as the Mobility Directive, amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions into Luxembourg national law was published.

The Mobility Directive introduces measures to harmonise the EU Member States’ laws to ensure and strengthen the freedom of establishment for companies within the EU market, and to protect stakeholders in cross-border operations. 

This new Luxembourg law adopts a dual approach to enhance legal certainty, while opting to apply the Mobility Directive not more than strictly required in order to reinforce the attractiveness of Luxembourg as a cross-border mobility friendly country.

In this Alert, our Partner, Gaël Toutain, and our Director, Hervé Précigoux, analyse how this new law amends the Luxembourg rules applicable to M&As.