How Does The Mobility Directive Change The M&A Framework?

EU Directive 2019/2121 (also known as the "Mobility Directive") aims to create a reinforced framework for cross-border operations while ensuring the protection of employees, creditors and minority shareholders in the internal market.

In Romania, this approach was transposed in the recent amendments to the Companies Law No. 31/1990 ("Companies Law") and to other normative acts regarding registrations in the Trade Registry, through the implementation act Law No. 222/2023 ("Law 222/2023").

Law 222/2023 implemented the provisions of the Mobility Directive on cross-border conversions and cross-border divisions via incorporation as full division (divizare completa) and partial division (divizare partiala/ desprindere in interesul asociatilor) and as division by separation (divizare prin separare/desprindere in interesul societatii).