Law on the co-determination of workers in cross-border mergers (MgVG)

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MgVG

Date of date: 21.12.2006

Full quote:

" Act on the participation of employees in a cross-border merger of 21 December 2006 (BGBl. 3332), which is provided by Article 11 of the Law of 30 July 2009 (BGBl. I p. 2479).

Status:

Amended by Art. 11 G v. 30.7.2009 I 2479

For more details, please refer to the menu under Notes

Footnote

(+ + + Text evidence from: 29.12.2006 + + +) 
  
The G was enacted as article 1 of the G v. 21.12.2006 I 3332 of the Bundestag. 
It's gem.  Article 4 of this Act entered into force on 29 December 2006. 

  

Unofficial table of contents

Content Summary

Part 1
General provisions
§ 1	Objective of the law
§ 2	Definitions
§ 3	Scope
§ 4	Application of the law of the host Member State
§ 5	Application of the rules on employee participation by agreement or by force of law
Part 2
Special negotiating body
Chapter 1
Education and composition
§ 6	Information of the lines
§ 7	Composition of the special negotiating body
§ 8	Personal requirements of the members of the special negotiating body falling within the territory of the country
§ 9	Distribution of the seats of the special negotiating body falling within the territory of the country
Chapter 2
Electoral Body
§ 10	Composition of the electoral body; ballot box
§ 11	Convening of the electoral body
§ 12	Election of members of the special negotiating body
Chapter 3
Negotiation procedure
§ 13	Information on the members of the special negotiating body
§ 14	Meetings; Rules of Procedure
§ 15	Cooperation between special negotiating bodies and lines
§ 16	Experts and representatives of appropriate external organisations
§ 17	Decision-making in the special negotiating body
§ 18	Non-inclusion or termination of negotiations
§ 19	Niederschrift
§ 20	Costs of the special negotiating body
Section 21	Duration of negotiations
Part 3
Employee participation
Chapter 1
Co-determination force agreement
Section 22	Content of the Agreement
Chapter 2
Co-determination by law
Section 23	Prerequisite
§ 24	Scope of co-determination
Section 25	Session Distribution
Section 26	Convening and contending
§ 27	Legal status; Inner order
§ 28	Tenzunternehmen
Chapter 3
Relationship with national law
§ 29	Continued existence of national employee representation structures
§ 30	Subsequent intra-State mergers
Part 4
Protective provisions
Section 31	Secrecy; confidentiality
Section 32	Protection of workers ' representatives
§ 33	Protection of education and activities
Part 5
Criminal and penal rules
Section 34	Criminal provisions
§ 35	Fines

Part 1
General provisions

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§ 1 Objective of the Act

(1) The Act regulates the participation of employees (employees) in the corporate bodies of the company resulting from a cross-border merger. The aim of the law is to secure the employee participation rights acquired in the companies involved in the merger. These rights are essential for the development of participation in the company resulting from a cross-border merger. (2) If the national law of the Member State in which the cross-border merger is based, the national law of the Member State in which the cross-border merger is based, If the company has its registered office, does not provide adequate protection for the protection of employees ' participation, an agreement on the participation of workers in the form of a cross-border worker shall be concluded. Merging of the resulting company. (3) The provisions of this Act and the agreement to be reached in accordance with paragraph 2 shall be interpreted in such a way as to ensure that the objective of the European Union is to: Community to ensure co-determination of workers in the company resulting from a cross-border merger. Unofficial table of contents

§ 2 Definitions

(1) The concept of the worker shall be determined by the legislation and practice of the Member States concerned. Employees of a domestic company or establishment are independent workers and employees, including those employed for their vocational training and the employees referred to in Article 5 (3), second sentence, of the Works Constitution Act, irrespective of whether they are employed or not. of whether they are employed in the company, in the field service or by teleworking. Employees are also employed as employees who work in the main business for the company or the enterprise. (2) Societies involved are the capital companies which are directly involved in the merger. (3) Subsidiaries are legally independent undertakings to which a different company has a dominant influence within the meaning of Article 3 (2) to (7) of Council Directive 94 /45/EC of 22 September 1994 on the establishment of a European works council or the establishment of a procedure for information and consultation of workers in Community-scale undertakings and groups of undertakings (OJ L 327, 31.12.2002, p EC No 64). Section 6 (2) to (4) of the European Works Councils Act of 28. October 1996 (BGBl. I p. 1548, 2022). (4) Concerned subsidiaries or affected establishments are subsidiaries or establishments of a participating company, which are subsidiaries or establishments of the companies involved in a cross-border business. (5) Direction shall be the institution of the companies directly involved in the merger or of the company itself resulting from a cross-border merger itself, which shall: The business of the company shall be entitled to its representation and shall be entitled to represent it. (6 Employee representation refers to any representation of employees in accordance with the German Works Constitution Act (Works Council, General Works Council, Group Works Council or a representation formed in accordance with Section 3 (1) No. 1 (1) to (3) of the Works Constitution Act). (7) Participation shall mean the influence of workers on the affairs of a company

1.

the exercise of the right to elect or appoint a part of the members of the supervisory or administrative organ of the company; or

2.

the exercise of the right to recommend or reject the appointment of a part or all members of the supervisory or administrative body of the company.

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§ 3 Scope

(1) This Act shall apply to a company established in a cross-border merger and having its registered office in Germany. Irrespective of the registered office of that company, it shall also apply to employees of the company resulting from a cross-border merger, which are employed in the territory of the country, as well as to companies involved in the domestic sector, affected by the merger. (2) Member States within the meaning of this Act shall be the Member States of the European Union and the other States Parties to the Agreement on the European Economic Area. Unofficial table of contents

Section 4 Application of the law of the host State

Subject to § 5, the company resulting from a cross-border merger shall apply the rules relating to the participation of employees in the corporate bodies of the Member State in which that company is responsible for its Seat has. Unofficial table of contents

§ 5 Application of the provisions relating to employee participation by agreement or by force of law

The following provisions concerning the participation of the employees by virtue of an agreement or in the cases of § 23 the provisions on co-determination by law shall apply if:

1.

in the six months preceding the publication of the draft terms of merger, at least one of the participating companies employs an average of more than 500 employees and in that company a system of participation within the meaning of Article 2 (7) of the Merger Regulation ;

2.

the national law governing the company resulting from a cross-border merger does not provide for at least the same level of participation of the employees as is the case in the respective merging party , the extent of employee participation is measured by the proportion of employees ' representatives

a)

in the administrative or supervisory body,

b)

in committees where employee participation is carried out, or

c)

in the governing body responsible for the units of profit of the companies;

or

3.

the national law applicable to the company resulting from a cross-border merger does not qualify for the same right of workers in establishments in that company which are situated in other Member States for the purpose of co-determination as to how they are granted to workers in the Member State in which the company resulting from the cross-border merger has its registered office.

Part 2
Special negotiating body

Chapter 1
Education and composition

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§ 6 Information of the lines

(1) The special negotiating body shall be formed on the basis of a written request from the lines. It is the task of the lines to conclude a written agreement on the co-determination of workers in the company resulting from a cross-border merger. (2) If the lines are a cross-border one. In the event of a merger, they shall inform the employee representatives and the spokesperson's committees in the participating companies, the subsidiaries concerned and the companies concerned about the merger project. If there is no employee representation, information is provided to the employees. Information shall be made unsolicly and immediately after the merger plan has been disclosed. (3) The information shall cover, in particular:

1.

the identity and structure of the companies involved, subsidiaries and undertakings concerned and their distribution to the Member States;

2.

the employee representatives in these companies and establishments,

3.

the number of employees employed in each of these companies and establishments, and the total number of employees employed in a Member State, and

4.

the number of workers who are responsible for participation rights in the institutions of these companies.

(4) The date of the information referred to in paragraph 2 shall be determined at the time when the number of employees is determined. Unofficial table of contents

Section 7 Composition of the special negotiating body

(1) For the employees of the participating companies, subsidiaries and establishments concerned in each Member State, members shall be elected or appointed for the special negotiating body. For each share of workers employed in a Member State, which represents 10% of the total number of employees employed in all the Member States of the participating companies and of the subsidiaries or persons concerned A member of that Member State is to be elected or appointed to the special negotiating body. (2) There are so many additional members to be elected to the special negotiating body or to be appointed to the special negotiating body. order as required in order to ensure that every registered the participating company is represented by at least one member of the special negotiating body. This company must employ workers in the Member State concerned and, as a result of the proposed cross-border merger, have to act as its own legal personality. The choice or appointment shall not result in the double representation of the employees concerned. (3) The number of additional members shall not exceed 20 per cent of the number of members resulting from paragraph 1. If, after that, not every company which is to be taken into account in accordance with paragraph 2 can be represented by an additional member of the special negotiating body, those companies shall be represented in descending order of the number of employed workers. It is necessary to ensure that a Member State does not receive several additional seats as long as not all other Member States from which the companies which are to be taken into account in accordance with paragraph 2 are derived have been granted a seat. (4) If, during the period of activity of the special negotiating body, such changes in the structure or number of employees of the participating companies, the subsidiaries concerned or of the undertakings concerned enter into force, the concrete measures shall be taken into account. If the composition of the special negotiating body were to change, the to reassemble the special negotiating body accordingly. Such amendments shall immediately inform the relevant negotiating body of the special negotiating body. Section 6 (2) to (4) shall apply accordingly. Unofficial table of contents

Section 8 Personal requirements of the members of the special negotiating body which are to be referred to the national territory

(1) The personal requirements of the members of the special negotiating body shall be governed by the respective provisions of the Member States in which they are elected or appointed. (2) To be members of the special negotiating body Employees of companies and companies as well as trade union representatives can be selected in Germany. Women and men are to be chosen according to their numerical value. A substitute member shall be elected for each member. (3) The special negotiating body shall include more than two members of the negotiating body, each third member being a representative of a trade union who is involved in the merger. If the special negotiating body is represented by more than six members from the country, at least one of the seventh member states shall be a senior member of the negotiating body. Unofficial table of contents

Section 9 Distribution of the seats of the special negotiating body falling within the territory of the country

(1) The election or appointment of the members of the special negotiating body in accordance with § 7 shall be carried out in accordance with the respective provisions of the Member States. (2) The election of members of the special negotiating body to which the members of the negotiating body are to be elected shall be elected. all the companies participating in the merger, whose head office is domestic, which employ domestic workers, shall be represented by at least one member in the special negotiating body. (3) Is the number of members who are members of the national territory concerned of the special negotiating body less than the number of Merging parties domicated in Germany, which employ domestic workers, the companies are each registered in descending order of the number of employees. (4) Is the number of domestic workers the number of employees in the country concerned. members of the special negotiating body shall be higher than the number of companies participating in the merger and domesced domesically, which employ domestic workers, and shall be subject to the distribution referred to in paragraph 2. remaining seats in accordance with the d' Hondt maximum payment method to the participating companies; the subsidiaries concerned or the establishments concerned. (5) If no companies domicated in the country are involved in the merger, but only subsidiaries or establishments of foreign companies are involved. the provisions of paragraphs 2 to 4 shall apply accordingly.

Chapter 2
Electoral Body

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§ 10 Composition of the electoral body; primary election

(1) In accordance with this Act or by the law of another Member State, members of the employees of the companies involved in the merger, subsidiaries and establishments concerned, who are employed in the territory of the Member State concerned, shall be subject to the following: of the special negotiating body shall be elected by an electoral body in secret and direct election. In the case of section 8 (3), each third member shall be elected on the basis of a proposal from a trade union represented in a company involved in the merger, a subsidiary concerned or a holding concerned. If only one election proposal is made, it must contain at least twice as many candidates as representatives of trade unions. Any election proposal of a union must be signed by a representative of the union. In the case of section 8 (4), each seventh member shall be elected on the basis of a proposal from the spokespersons ' committees; the third sentence shall apply accordingly. If there is no spokesperson in a participating company or in one of the participating subsidiaries or the companies concerned, the executive staff may make election proposals; an election proposal must be submitted by one-twentieth (2) If only one group of companies is involved in the merger from the national territory, the electoral body shall consist of the members of the Group Works Council or, if such a group is not , of the members of the General Works Councils or, if such does not exist in a company, from the members of the works council. Companies and companies within a group of companies are represented by the Group Works Council, the General Works Council or the Works Council. (3) If only one company is involved in the merger from the domestic market, the electoral body shall consist of the Members of the General Works Council, or, if not, the members of the works council. Companies of a company without works council are represented by the General Works Council or Works Council. (4) If only one holding is affected by the merger from the national territory, the electoral body consists of the members of the works council. (5) Are the members of the company council. If one or more business groups or non-affiliated companies are involved or are affected by the establishment of companies independent of the company, the electoral body shall be composed of the respective employee representatives at Group level, Company level or operating level. Paragraphs 2 to 4 shall apply accordingly. If a corresponding employee representation does not exist in the cases of the first sentence, these members of the electoral body shall be elected by the employees in primary election. The election shall be initiated and implemented by an electoral board elected in a meeting of the employees to which the domestic group management, the management board or the management board invites. So many members of the electoral board are to choose how an existing employee representation in the cases of paragraphs 2 to 4 would have on legal members; for the electoral procedure, paragraph 7 sentences 3 to 5 shall apply. (6) The electoral body consists of a maximum of 40 members. If this maximum number were exceeded, the number of members in the electoral body should be reduced in proportion to their number in accordance with the d' Hondt maximum number procedure. (7) In the cases of paragraphs 2 to 5, there is no Employee representation, the employees shall elect the members of the special negotiating body in secret and direct election. The election shall be initiated and implemented by an electoral board elected in a meeting of the employees to which the domestic group management, the management board or the management board invites. The election of the members of the special negotiating body shall be based on the principles of proportional representation. It shall be carried out in accordance with the principles of majority voting if only one nomination is submitted. Each employee's nomination shall be signed by at least one twentieth of the eligible workers, but not more than three persons entitled to vote, but not more than 50 persons entitled to vote; in establishments with as a rule up to 20 persons entitled to vote shall be entitled to signature by two persons entitled to vote. The provisions of the second sentence of paragraph 1 shall apply accordingly. Unofficial table of contents

Section 11 convening of the electoral body

(1) On the basis of the information received from the lines, the Chairperson of the employee representation at the Group level or, if such does not exist, at the level of the company or, if such does not exist, at the operating level

1.

the place, day and time of the assembly of the electoral body;

2.

to determine the number of members of the respective employee representatives in accordance with § 10 (6);

3.

to the assembly of the electoral body.

(2) In the case of a number of employee representatives at one level, the obligations laid down in paragraph 1 shall be met by the chairperson of the employee representation representing the majority of the employees. Unofficial table of contents

Section 12 Election of the members of the special negotiating body

(1) At the election, at least two-thirds of the members of the electoral body representing at least two-thirds of the employees must be present. The members of the electoral board each have as many votes as they represent employees. The election shall be made by a simple majority of the votes cast. (2) In the electoral body, the employee representatives and the members elected in the primary election shall represent all employees of the organizational unit for which they are elected pursuant to § 10 (2) to (5) are responsible. Employees who are not represented in accordance with the first sentence are attributed equally to the employee representatives within the respective group of companies. (3) If several members are represented in the electoral body, the employee representatives shall be replaced by the employees ' representatives. in accordance with the shares of the employees represented by the workers represented. This shall also apply to the members of the electoral board elected pursuant to section 10 (5) sentence 3.

Chapter 3
Negotiation procedure

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Section 13 Information on the members of the special negotiating body

(1) The election or appointment of the members of the special negotiating body shall take place within ten weeks of the information provided for in Article 6 (2) and (3). The names of the members of the special negotiating body, their addresses and their respective operational affiliation shall be communicated without delay to the lines. The lines have to inform the local operating and corporate management, the employee representatives and the spokespersons of the employees there, as well as the trade unions represented in domestic companies, about this information. (2) Negotiation procedures in accordance with § § 14 to 19 shall also take place if the time limit referred to in the first sentence of paragraph 1 is exceeded for reasons which the employees are responsible for representing. Members elected or appointed after the expiry of the period may participate at any time in the negotiated procedure. Unofficial table of contents

§ 14 Meetings; Rules of Procedure

(1) The lines invite immediately after the appointment of the members or in the case of § 13 after the expiry of the time limit referred to in § 13 (1) sentence 1 for the constitutive meeting of the special negotiating body and inform the local operations- and company lines. The special negotiating body shall elect from its centre a chairman and at least two alternates. There may be written rules of procedure. (2) The Chairman may convene further meetings. Unofficial table of contents

Section 15 Cooperation between special negotiating bodies and lines

(1) The special negotiating body shall conclude a written agreement with the lines on the participation of employees in the company resulting from the cross-border merger. In order to carry out this task, they shall cooperate with confidence. (2) The lines shall provide the special negotiating body with all necessary information in good time and shall make available the necessary documents. The special negotiating body shall, in particular, be informed of the merger project and the procedure leading up to the registration of the company resulting from the cross-border merger. The timing, frequency and location of the negotiations shall be determined by mutual agreement between the lines and the special negotiating body. Unofficial table of contents

Section 16 Experts and representatives of appropriate external organisations

(1) The special negotiating body may, in the course of the negotiations, consult experts of its choice, including representatives of relevant trade union organisations at Community level, in order to take account of the work of the competent negotiating body in its work to be supported. These experts may, if the special negotiating body so wishes, participate in the negotiations in an advisory capacity. (2) The special negotiating body may decide on the representatives of appropriate external organisations. from the start of the negotiations. Unofficial table of contents

Section 17 Decision-making in the special negotiating body

(1) The members of the special negotiating body elected or appointed in a Member State shall represent all workers employed in the Member State concerned. As long as no members of the special negotiating body are elected or appointed from a Member State (Section 13 (2)), the workers concerned shall be deemed not to be represented. (2) The special negotiating body shall decide, subject to the provisions of Paragraph 3 and Article 18 (1) by a majority of its members, in which the majority of the employees represented must also be included. (3) If the negotiations had resulted in a reduction in the rights of co-determination, a decision to approve such an agreement would be a majority of two. Third of the members of the special negotiating body representing at least two-thirds of the workers in at least two Member States. This shall apply provided that the participation extends to at least 25% of the total number of employees of the participating companies and of the subsidiaries concerned. (4) Reduction in the rights of participation means that:

1.

the proportion of employees ' representatives

a)

in the administrative or supervisory body,

b)

in committees where employee participation is carried out, or

c)

in the governing body responsible for the units of profit of the companies,

is less than the highest share in the participating companies, or

2.

the right to elect, appoint, recommend or reject members of the supervisory or administrative organ of the company, shall be removed or restricted.

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Section 18 Non-inclusion or cancellation of the negotiations

The special negotiating body may decide not to open negotiations or to cancel negotiations which have already been taken. A majority of two-thirds of the members representing at least two-thirds of the employees in at least two Member States shall be required for this decision. The rules on the participation of workers in the Member State in which the company resulting from the cross-border merger will have its registered office shall apply. Unofficial table of contents

Section 19 Niederschrift

A copy to be signed by the chairman and another member of the special negotiating body shall be subject to the following:

1.

a decision on the conclusion of an agreement pursuant to section 15 (1),

2.

a decision on the non-inclusion or cancellation of the negotiations in accordance with § 18 and

3.

the majority of the majorities with which the decisions have been taken.

A copy of the transcript shall be sent to the lines. Unofficial table of contents

Section 20 Costs of the special negotiating body

The necessary costs arising from the formation and activity of the special negotiating body shall be borne by the participating companies and, following their merger, the company resulting from the cross-border merger shall be considered as: Full debtor. In particular, rooms, factual means, interpreters and office staff shall be made available for meetings to the required extent, as well as the necessary travel and subsisting costs of the members of the special negotiating body. Unofficial table of contents

§ 21 Duration of the negotiations

(1) The negotiations shall begin with the establishment of the special negotiating body and may take up to six months. Establishment shall mean the date on which the lines have been invited to the constituent meeting of the special negotiating body. (2) The parties may, by common agreement, decide to negotiate beyond the period referred to in paragraph 1, until the end of the period referred to in paragraph 1. for a total of one year from the date of the establishment of the special negotiating body.

Part 3
Employee participation

Chapter 1
Co-determination force agreement

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Section 22 Content of the agreement

(1) In the written agreement between the lines and the special negotiating body, without prejudice to the autonomy of the parties, the following shall be determined:

1.

the scope of the agreement, including undertakings and establishments situated outside the territory of the Member States, where these are included in the scope of the agreement;

2.

the date of entry into force of the agreement and its duration, and the cases in which the agreement is to be reneged, and the procedure to be followed;

3.

the number of members of the supervisory or administrative body of the company resulting from the cross-border merger, who may elect or appoint the employees or whose order they may recommend or refuse to appoint;

4.

the procedure according to which the employees may elect or appoint or recommend the appointment of these members, and

5.

the rights of those Members.

(2) The agreement is intended to stipulate that negotiations for the participation of employees should also be opened before structural changes to the company resulting from the cross-border merger. The parties may regulate the procedure to be followed. (3) The agreement may determine that the provisions of § § 23 to 27 on co-determination shall apply in whole or in part by law. (4) The statutes shall be governed by a law of the following: The statutes shall be adapted in accordance with the rules on co-determination by virtue of an agreement.

Chapter 2
Co-determination by law

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§ 23 Requirement

(1) The provisions of this Chapter shall apply from the date of registration of the company resulting from the cross-border merger, if:

1.

the parties agree or

2.

until the end of the period specified in § 21, no agreement has been reached and the special negotiating body has not taken a decision in accordance with Section 18; or

3.

the lines of the companies participating in the merger decide to apply those arrangements immediately without prior negotiation from the date of registration.

In the cases referred to in points 2 and 3 of the first sentence, one or more forms of co-determination must have existed in one or more of the participating companies prior to the registration of the company resulting from the cross-border merger, the

1.

extended to at least one third of the total number of employees of all the participating companies and subsidiaries concerned; or

2.

covered by less than one third of the total number of employees of all the participating companies and subsidiaries concerned, and the special negotiating body took a decision on this matter.

(2) In the cases referred to in paragraph 1, there is more than one form of co-determination within the meaning of Article 2 (7) in the various participating companies, the special negotiating body shall decide which of them in the case of the cross-border the merging of the merging company. If the special negotiating body does not take such a decision and a domestic company whose employees are granted participation rights is involved in the merger, the co-determination shall be decisive in accordance with Article 2 (7) (1). If no national company whose employees are granted participation rights is not involved, the form of participation in accordance with Article 2 (7) shall apply, which shall be based on the highest number of employees employed in the participating companies. (3) The special negotiating body shall inform the pipelines of the decisions taken pursuant to the second sentence of paragraph 1 and the first sentence of paragraph 2. Unofficial table of contents

Section 24 Scope of co-determination

(1) The employees of the company resulting from the cross-border merger, its subsidiaries and establishments or their representative body shall have the right to form part of the members of the supervisory or administrative body of the -to select or order the company resulting from the cross-border merger or to recommend or reject the order of the company. The number of such employee representatives in the supervisory or administrative organ of the company resulting from the cross-border merger is determined by the highest proportion of employee representatives who are involved in the institutions of the participating institutions. (2) In the case of the company resulting from a cross-border merger, the company referred to in paragraph 1 shall be a member of the Limited liability company, the company is a member of this company To form the Supervisory Board. § 90 para. 3, 4, 5 sentence 1 and 2, § § 95 to 116, 118 para. 3, § 125 (3) and (4) and § § 170, 171, 268 para. 2 of the German Stock Corporation Act are to be applied accordingly, unless otherwise specified in the provisions of this Act. (3) from a company resulting from a cross-border merger, contrary to the rules on co-determination by law, the statutes must be adapted. Unofficial table of contents

§ 25 Distribution of seats

(1) The special negotiating body shall distribute the number of seats in the supervisory or administrative body to the Member States in which members are to be elected or ordered. The distribution shall be based on the proportion of workers employed in each Member State in the company resulting from the cross-border merger, its subsidiaries and establishments. If, in the case of this pro rata distribution, workers from one or more Member States cannot be established, the special negotiating body shall allocate the last seat to be distributed to a Member State which has not been taken into account so far. This seat shall, where appropriate, be allocated to the Member State in which the company resulting from the cross-border merger will have its registered office. This distribution procedure shall also apply in the case where the employees of the company resulting from the cross-border merger may recommend or reject members of those institutions. (2) Where the Member States are responsible for the If the seats allocated to them do not meet their own rules, the special negotiating body shall determine the employees ' representatives in the supervisory or administrative organ of the cross-border merger (3) The identification of workers ' representatives on the territory of the country the supervisory or administrative body of the company resulting from a cross-border merger shall be carried out by an electoral body arising out of the employees ' representatives of those resulting from a cross-border merger The company, its subsidiaries and businesses. § 8 (2) to (4), § 10 (1) sentence 2 to 5, para. 2 to 7 and § § 11 and 12 shall apply mutas to the electoral procedure, with the proviso that the participating companies, subsidiaries and businesses concerned shall be replaced by the following: the merging company, its subsidiaries and establishments. The election result shall be the management of the company resulting from the cross-border merger, the employee representatives, the elected representatives, the spokespersons ' committees and trade unions. The management has the names of the elected representatives in the companies of the company to make known. Unofficial table of contents

Section 26 Securing and contending

(1) A member or a substitute member of the national workers in the supervisory or administrative body may be dismissed before the end of the term of office. Eligible to apply

1.

the workers ' representatives who have formed the electoral body;

2.

in the case of the primary election, at least three persons entitled to vote;

3.

for a Member pursuant to Section 8 (3), only the trade union which the Member proposed;

4.

for a Member pursuant to Section 8 (4) only the Spokesman's Committee, which the Member has proposed.

In accordance with § § 10 to 12, pursuant to the provisions of Sections 10 to 12, the companies involved, subsidiaries and affected establishments concerned shall be replaced by those resulting from the cross-border merger. By way of derogation from § 10 (5) and § 12 (1) sentence 3, the decision of a majority of three quarters of the votes cast shall be required. (2) The election of a member or a substitute member of the Workers from the domestic sector in the supervisory or administrative body may be challenged where there has been a breach of the essential provisions relating to the right to vote, the eligibility or the electoral procedure, and if a correction has not been made, unless the result of the infringement does not alter or affect the outcome of the election could. The rights referred to in the second sentence of paragraph 1 and the management of the company resulting from the cross-border merger shall be entitled to challenge the dispute. The lawsuit must be filed within one month of the announcement pursuant to § 25 (3) sentence 2 or 3. Unofficial table of contents

Section 27 Legal status; internal order

(1) The employees ' representatives in the supervisory or administrative organ of the company resulting from the cross-border merger have the same rights and obligations as the members representing the shareholders. (2) The number of the members representing the shareholders. Members of the line shall be at least two. One of them is responsible for the area of labour and social affairs. 3. If, in one of the participating companies, the Board of Supervisors consists of the same number of shareholder and employee representatives as well as another member, the Board of Supervisors shall also be responsible for the supervision of the shares. The administrative body of the company resulting from the cross-border merger shall elect a further member to a joint proposal by the shareholders and the representatives of the employees. Unofficial table of contents

§ 28 Tendence Companies

A company resulting from a cross-border merger, which is directly and predominantly

1.

political, coali-political, confessional, charitable, educational, scientific or artistic regulations, or

2.

for the purposes of reporting or expression, to which Article 5 (1), second sentence, of the Basic Law is to be applied;

, Chapter 2 and Section 30 shall not apply.

Chapter 3
Relationship with national law

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Section 29 Continuing of national employee representation structures

Rules governing the representation of employees and their structures in a participating company established in Germany, which shall be replaced by the merger as an independent legal entity, shall exist after the registration of those from the cross-border Merging of the resulting company. The management of the company resulting from the cross-border merger ensures that these employees ' representatives can continue to perform their duties. Unofficial table of contents

§ 30 Post-State mergers following the following

In the case of national mergers which follow a cross-border merger, employees ' participation in accordance with § 4 shall be governed by the national rules. If these provisions do not provide for at least the scope of participation within the meaning of Article 5 (2), which exists in the company resulting from the cross-border merger, the relevant provisions governing this company shall apply to: continue to co-determination for a period of three years from the date of registration in the company resulting from the national merger.

Part 4
Protective provisions

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§ 31 Confidentiality; confidentiality

(1) The information requirements of the lines and the management of the company resulting from a cross-border merger under this Act shall exist only if, on the basis of objective criteria, the company does not operate or the trade secrets of the companies involved in the merger, the company resulting from the cross-border merger, or the subsidiaries and establishments in question in each case. (2) The members and Replacement members of a special negotiating body shall be independent of their A place of residence shall not be obliged to provide any operating or business secrets which have become known to them on account of their membership of the special negotiating body and which have been expressly designated by the management as being in need of secrecy. open and not to be used. This shall also apply after leaving the special negotiating body. (3) The duty of confidentiality of members and replacement members of a special negotiating body referred to in paragraph 2 shall not apply to:

1.

the members and replacement members of the special negotiating body,

2.

employees ' representatives in the supervisory or administrative organ of the company resulting from the cross-border merger, and

3.

the interpreters and experts who are to be consulted.

(4) The duty of confidentiality referred to in paragraph 2 shall apply mutatically to the experts and interpreters. Unofficial table of contents

Section 32 Protection of workers ' representatives

Enjoy in the performance of their duties

1.

the members of the special negotiating body, and

2.

workers ' representatives in the supervisory or administrative organ of the company resulting from the cross-border merger,

the employees of the company resulting from a cross-border merger, its subsidiaries or establishments or one of the participating companies, subsidiaries or undertakings concerned are the persons concerned, the the same protection and guarantees as the workers ' representatives in accordance with the laws and practices of the Member State in which they are employed. This applies in particular to:

1.

the protection against dismissal,

2.

participation in the meetings of the respective bodies referred to in the first sentence; and

3.

the payment of pay.

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Section 33 Errichtungs-und Activity schutz

No one may

1.

the formation of the special negotiating body or the election, appointment, recommendation or rejection of workers ' representatives in the supervisory or administrative organ, or by the addition or threat of handicaps or by granting, or the promise of benefits;

2.

the activity of the special negotiating body or the activities of the employees ' representatives in the supervisory or administrative organ impedes or disturb the activities of the members of the supervisory board, or

3.

a member or a substitute member of the special negotiating body or an employee representative in the supervisory or administrative body shall be considered to be at a disadvantage or favour because of his activity.

Part 5
Criminal and penal rules

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Section 34 Criminal law

(1) With a custodial sentence of up to two years or a fine, he shall be punished who, contrary to § 31 (2), also in connection with paragraph 4, evaluates an operating or business secrecy. (2) With imprisonment of up to one year or a fine will be punished punished who

1.

Contrary to Article 31 (2), also in connection with paragraph 4, an operating or business secret is disclosed,

2.

Contrary to Section 33 (1) or (2), an activity referred to there is hindered, influenced or disturbed,

3.

Contrary to § 33 no. 3, a person named there is disadvantaged or favored.

(3) Where the offender is in the cases referred to in paragraph 2 (1) against payment or in the intention to enrich himself or another or to harm another person, the penalty shall be punishable by imprisonment of up to two years or fine. (4) The act shall only be on request. In the cases referred to in paragraph 2 (2) and (3), the special negotiating body, any member of the supervisory or administrative body, a trade union represented within the undertaking, and the lines shall be entitled to apply. Unofficial table of contents

Section 35 Penbual provisions

(2) The administrative offence may be punishable by a fine of up to twenty thousand euros. (2) The administrative offence may be punishable by a fine of up to 20 thousand euros.