HARMONISATION OF CROSS-BORDER CORPORATE TRANSFORMATIONS AS A TOOL OF THE EUROPEAN UNION’S STRATEGIC AUTONOMY AND EXTERNAL ECONOMIC POLICY

Abstract

This article examines the harmonization of cross-border transformations of commercial companies, particularly cross-border mergers and transformations involving a change of registered office, as a significant legal instrument for the development of the European Union’s internal market. Based on the case law of the Court of Justice of the European Union and EU secondary law, specifically Directive (EU) 2019/2121, the article analyzes the legal framework governing the mobility of commercial companies within the European Union and its role in implementing cross-border reorganizations without the need for liquidation or reincorporation. Particular attention is paid to the impact of increased corporate mobility on deepening the integration of the internal market and on strengthening the competitiveness of companies based in the European Union. The article further addresses the identification and analysis of risks associated with cross-border transformations of commercial companies, particularly in terms of their potential misuse and circumvention of national legal requirements. In this context, particular emphasis is placed on ensuring adequate protection for minority shareholders, whose legal status may be adversely affected by the implementation of cross-border mergers and transformations. Attention is focused on the protective mechanisms arising from European Union law, including procedural safeguards and the right to withdraw, as well as their significance in balancing the principle of company mobility with the protection of legitimate private-law interests. Beyond the traditional internal market rationale, the article examines the extent to which a harmonized legal framework for cross-border transformations of commercial companies acquires broader significance in the context of the concept of the European Union’s open strategic autonomy. At this level, the article analyzes whether and how harmonization in this area can contribute to the consolidation of economic activity within the internal market and to the promotion of economically stronger and more resilient corporate structures. In conclusion, the article assesses the significance of cross-border transformations of commercial companies in the broader context of the European Union’s external economic policy and highlights their potential to indirectly contribute to strengthening the global competitiveness of companies based in the European Union in a changing geopolitical environment.