1. EU Mergers Directive Regulations: Are of general application, binding in their entirety and directly applicable in all Member States Directives: Binding on Member States in terms of result but method of implementation is left to national governments.

2. Aim of the Merger Directive Eliminate obstacles to the functioning of the internal market. Remove restrictions, disadvantages or distortions arising from tax provisions in Member States Whereby enterprises can increase productivity and improve their international competitive strength.

3. Structure of the Directive Recitals Articles Annex

4. The effect of the Directive Asset tier:No gain/no loss Shareholder Tier: Stand in Shoes Foreign PEs: A charge can arise subject to notional credit

5. Implementation in 1991 Transfer of Assets Conversion of branch into a subsidiary Share exchanges

6. Changes since 1991 F(No 2)A 2005: Societas Europaea FA 2007: Section 110/SI 2007/3186 a)Mergers b)Partial Divisions c)Transparent Entities d)SCEs