Main legal steps for EEA Cross-Border Operations
Indicative Overview of FRAND-Defense Requirements in UPC Panasonic v. Oppo (Mannheim Local Division)
Communication by electronic means of
the CDT and the cross-border operation board report(s) to shareholders
and employees
CASH-OUT
RIGHT
Legality control performed by Lux notary when Lux
Is the departing
EEA State
Dissenting
shareholders can request additional
cash compensation
Payment of cash compensation
to dissenting shareholders
(no suspensive effect)
Dissenting shareholders can exercise their cash-out right
(no suspensive effect)
Before initiating proceedings,
SEP holder to alert
the implementer of
the infringement.
By designating that SEP and specifying the way in which it has been infringed.
Claim charts of enforced SEP are always sufficient:
– Reference to patent is suit sufficient if claim chart to family member included.
Implementer to express its willingness to conclude a
licensing agreement on FRAND terms.
Assessed against overall view together with the conduct of
SEP holder, its offer and especially the implementer’s objections thereto.
Reciprocal obligation to negotiate to achieve timely conclusion of FRAND licence in targeted negotiations on primarily private-autonomous basis.
MAX THREE MONTHS AFTER GM (RENEWABLE FOR THREE MONTHS)
MAX TWO MONTHS AFTER EFFECT OF THE OPERATION
MAX ONE MONTH AFTER GM
AT LEAST SIX WEEKS BEFORE
Approval
by general meeting
(GM)
CDT
THREE MONTH CREDITORS SAFEGUARD
PERIOD (NO SUSPENSIVE EFFECT)
ONE MONTH MANDATORY
WAITING PERIOD
Delivery of
pre-operation certificate by
Lux notary
Effective date of
the operation determined by destination
EEA State
Once effective,
the operation
can no longer be
annulled
ASAP AFTER GM
AT LEAST ONE MONTH BEFORE GM
Signing
Filing
Must outline
the terms and
conditions of
the proposed
Cross-Border operation
Filing of
CDT in Lux
RCS and publication
in RESA
Legality control performed, and acknowlegement of completion of
cross border operation by Lux notary when Lux is destination EEA State
Communication at the registered office
of the CDT, cross-border operation board report(s), independent expert report(s),
AA for the last three financial years and related management reports, interim accounts (as applicable) to shareholders
=
Effective date of the operation
between parties* (*only for merger's
and conversions - the division takes
effect as of Lux RESA's publication of its completion - subject to receipt of
a pre-operation certificate from
other EEA authority)
+
Notice (to be published in Lux RESA) to shareholders, creditors and employees that they can submit comments on CDT at least five working days before GM