The law's content and scope
section 1 of this Act includes provisions on workers '
participation in cross-border mergers.
Workers ' participation may be set by mutual agreement
between the participating companies and for workers under
This law designated delegation or, if any
no agreement was reached, according to the provisions of 30-40
§§.
section 2 of this Act applies in undertakings which participate in or are established
by
1. a cross-border merger, if workers in one of the
participating companies covered by the provisions on participation,
or
2. a domestic merger within three years from the time a
cross-border merger is registered, if the companies under 1
included in the acquiring company and worker participation
previously regulated under this law.
The law does not however apply if the merger results in a
the European company or European cooperative is formed.
If the negotiating delegation takes a decision pursuant to section 22
the first paragraph or declines to take a decision pursuant to section 30 of the 2
(b) does not apply to the Act of the acquiring company.
the provisions of paragraph 3 of 5-9 and 19 sections about the negotiating delegation,
in paragraphs 20 to 29 of the negotiating procedure, in the 30-34 and 36-40 § § about
What happens if the agreement does not meet, as well as in section 41 if the costs
applies when the acquiring company should have or has its registered office
in Sweden.
The provisions of 10-18 and 35 § § on the allocation of seats and
about how members of workers in Sweden appointed terms
No matter where the acquiring company should have or have their
seat.
Definitions
paragraph 4 for the purposes of this law
-merger: a merger of two or more undertakings
means that a company is taking over one or more other business
assets and liabilities and that the latter
companies, on being dissolved without going into liquidation,
company: such an undertaking referred to in article 2(1) of
European Parliament and Council Directive 2005/56/EC of 26
October 2005 on cross-border mergers of companies with
limited liability,
-cross-border merger: a merger between companies in different
States in the European economic area (EEA),
-EEA States: the States of the European Union as well as the other
States covered by the EEA Agreement,
-taking over companies: the company that will result from a
Fusion,
-participating companies: the companies directly participating in the
Fusion,
-subsidiary: a company that another undertaking carries out a
control of in accordance with paragraphs 13-16 teams
(2011:427) on European works councils,
-concerned subsidiaries or branches concerned: subsidiaries
or branches of a participating company which is proposed to be
subsidiaries or branches of a takeover company, and
-participation: the participation that is practiced by law
to
a) choose or otherwise appoint some of the members of a
Corporate Board of Directors, other administrative or supervisory body,
or
b) recommend or oppose the appointment of some or all members of a
Corporate Board of Directors, other management or supervisory body.
Law (2011:431).
The negotiating delegation for the workers
The establishment of a negotiating delegation
paragraph 5 of the participating companies shall, as soon as possible, since
the merger plan has been published, take the necessary measures
to a delegation of workers should be able to
set up.
The participating companies shall communicate the names of the
participating companies, concerned subsidiaries and concerned
the branches and the number of employees in these. They shall
also provide information on the names of other subsidiaries and
branches in the EEA States. The information shall be provided to
workers ' representatives in the participating companies,
relevant subsidiaries and branches concerned.
If companies intend to apply without prior negotiations
the provisions of §§ 32-40, the information referred to in the second
the paragraph should also contain an indication of that intention.
section 6, A delegation of employees shall be established in
accordance with the provisions of §§ 7-19. The members of the
negotiating delegation is to be elected or appointed in ten weeks
from there to the participating companies complied with its
obligations under section 5.
Negotiation delegation representing workers in the
participating companies, concerned subsidiaries and concerned
branches in negotiations with the participating companies on a
agreement on the participation of the acquiring company.
Negotiating delegation may also have the information shown
of 33-37 sections.
Allocation of seats between workers in the various EEA
States
section 7 of the employees of the participating companies, concerned
subsidiaries and branches concerned in each EEA State to
be assigned a regular seat in the negotiating delegation for
every full or stub-tenth as together they constitute the
all employees of the participating companies, concerned
subsidiaries and branches concerned in all EEA States.
section 8 workers in the various EEA countries should be assigned
extra beds in the negotiating delegation, if necessary to
at least one representative to be appointed for the employees in each
participating company which is proposed to cease the merger.
The extra beds allocated to the workers referred to in the first
subparagraph may not, however, exceed 20 per cent of the places
a total of assigned workers under section 7. On the whole the need
of extra beds in this respect cannot be covered, the
available locations are assigned to employees of participating
companies in various EEA countries in decreasing order of the number of
workers in the companies proposed cease and
the fusion.
The allocation of extra beds may not entail, for any
workers are represented by more than one member.
section 9 If the number of workers in the participating companies, concerned
subsidiaries or branches in question change during the
time negotiating delegation seems to and change is of
to the extent that it affects the distribution of the number of
places between workers in different EEA States,
distribution in accordance with §§ 7 and 8.
Allocation of seats between workers in different businesses and
branches in Sweden
section 10 of The regular seats in the negotiating delegation
assigned to workers in Sweden, shall be allocated among the
the employees of the participating companies in Sweden in descending
in order of the number of workers in the companies. Workers in
each company is assigned a maximum of one place per company.
If after the distribution remains regular seats to
distribute, distributed these among the employees of the affected
subsidiaries and branches concerned, in descending order of
the number of workers in each subsidiary or branch.
Workers in each subsidiary or branch is assigned
a maximum of one place per company and branch.
If it then remains regular seats to distribute,
These are distributed between the employees of the participating companies,
relevant subsidiaries and branches concerned with a place
each in descending order by the number of workers in the
participating companies, concerned subsidiaries or interested
the branches. The Division is repeated until no ordinary
sites left to assign.
section 11 of The local workers ' organizations under 15 or 16
§ to appoint members from Sweden may agree to a
settlement of the ordinary places to stand than that
to the provisions of section 10. Such an agreement should be as far as it
is possible to ensure that the employees of each participating
companies awarded a seat.
section 12 of The beds in the negotiating delegation that under section 8
may be assigned to workers in Sweden is divided between
workers in the Swedish company proposed cease and
merger in descending order by the number of workers in the
the companies. The distribution takes place only between workers in
companies that haven't got any place under section 10.
section 13 of the distribution of the number of seats in
negotiating delegation is made pursuant to section 9, shall also
distribution in accordance with sections 10 and 12.
section 14 If the employees of the participating companies, concerned
subsidiaries or the relevant branch in Sweden awarded a place
in the negotiating delegation and the company or the branch ends
to be participating or affected, should the site be redistributed even
If the negotiating delegation's composition should not be made if
According to section 9.
If it's a regular seat to be redistributed in accordance with the first
subparagraph, the place allocated to the employees of the company
or the branch as at the immediately preceding allocation under
10 § stood in line to get the next regular seat. About the site
that would be allocated to the employees of a company
already got an extra seat in accordance with the provisions of section 12, shall
the site, however, go on to workers in the undertaking, or
the Branch then is next in turn.
If there is an extra seat to be redistributed in accordance with the first
subparagraph, the place assigned to workers in the undertaking
According to section 12 stood in line to get the next extra seat at the previous
procedure. If there is no such company shall no
assigned to the site.
How MEPs from Sweden be appointed
section 15 Meps from Sweden in the negotiating delegation appointed by the
the local organizations in Sweden that is
bound by the collective agreement in relation to the participating
companies, concerned subsidiaries or branches in question
Sweden.
If there are multiple collective contractual premises
workers ' organisations and these do not agree on
otherwise, the following sequence to designate one or more
members. If it is to appoint one Member to this
be appointed by the local employers ' organisation representing the
largest number of collective contractual workers in
Sweden at the participating companies, concerned subsidiaries
and the relevant branches. In the case of the appointment of several
members of the order apply to how
employee representatives are appointed as specified in section 8, other
and third subparagraphs Act (1987:1245) on board representation
for the private sector.
Local trade unions belonging to the same
the main organization is to be regarded as an organization.
section 16 if none of the participating companies, concerned
subsidiaries or branches in question in Sweden is bound by
collective agreement in relation to any
workers ' organization, the members from Sweden in
negotiating delegation appointed by the local
employee organization representing the largest number of workers in the
participating companies, concerned subsidiaries and concerned
branches in Sweden. However, this applies only if the local
trade unions do not agree otherwise.
Local trade unions belonging to the same
the main organization is to be regarded as an organization.
section 17 does not exist such an organization referred to in section 16, be appointed
the members of the negotiating delegation of the workers in the
participating companies, concerned subsidiaries and concerned
branches in Sweden.
Which workers represent members from Sweden?
section 18 a member who is appointed since the site under the
the provisions of section 10 represents the employees of the company
or the branch whose workers assigned to the site.
If several members are appointed for the employees of a company or
a branch by virtue of the rules set out in section 10 represents the, if
possible, as many workers were.
One Member to be appointed since the site under the section 10
also represent employees in undertakings and branches whose
workers are not assigned to any site in the
negotiating delegation. The number of workers in the companies and
branches whose workers are not assigned to any site is distributed
as evenly as possible between the members representing other
workers.
One Member to be appointed since the place assigned to with the support of
the provisions of section 12 only represent workers in the
companies that proposed stop the merger.
section 19 of the regulations in section 18 shall not apply if a
negotiating delegation established after participation
the companies made the decision under section 22, second paragraph, or when a
delegation of other reason just to make
such decisions as covered by section 28.
Negotiations, etc.
Negotiating period
section 20 of the negotiations between the participating companies and
workers ' delegation on an agreement about participation
in the acquiring company shall be initiated as soon as
negotiating delegation has been set up and may last for a maximum of six
months after creation.
The parties may jointly decide to extend
the negotiating period to a maximum of one year.
section 21 Of the deadline of 10 weeks referred to in paragraph 6 is exceeded at
because of the circumstances in which workers are responsible for the
the negotiation period referred to in section 20 shall be deemed to begin when the
the time limit referred to in paragraph 6 is exceeded.
Waiver of or interruption of proceedings
section 22 of the negotiating delegation may decide to abstain from
open negotiations on an agreement on participation in the
acquiring company or to cancel such
negotiations.
The participating companies may decide to refrain from instituting
negotiations on an agreement on the participation of the acquiring
the company.
Information
section 23 of the participating companies shall inform
the negotiating delegation of the existence and extent of
participation in the participating companies and if the plans for the
cross-border merger and how the implementation of the
the merger progresses until the merger is registered.
Experts
section 24 of the negotiating delegation may be assisted by experts of the
choice. Experts on the Advisory Board of negotiation
request to attend negotiations with the participating companies
where appropriate to promote coherence and consistency
at the European level.
Voting rules
section 25 as a negotiating delegation's decision applies, unless otherwise
to the provisions of section 26, 27 or 28, the meaning that is supported by more than
half of the members of the delegation, if these
represents more than half of all workers in the
participating companies, concerned subsidiaries and concerned
the branches.
section 26 If a contract proposal would lead to the proportion of
Members who are covered by the right to participation in the takeover
the company will be smaller than previously applied to
the employees of the participating companies with the highest percentage of
participation is required for the agreement to be approved at least two
two-thirds of the members representing at least two
thirds of the workers in at least two EEA States are voting for
this. This majority rule only applies if participation
at least 25 per cent of the total number of workers in the
the participating companies.
section 27 For a decision not to open negotiations
or to discontinue ongoing negotiations under section 22 of the first
the paragraph required the same majority specified in section 26.
section 28 When negotiating delegation decides on how locations should
distributed and members are appointed under sections 33 and 34,
term of Office in accordance with section 36 and the members of the
the Board of Directors to be proposed or rejected under section 37 applies the
order that the delegation itself.
Contract for participation
section 29 an agreement about participation must be in writing.
The agreement must treat
1. scope of agreement,
2. the main content of the arrangements for participation;
including information on the number of members that the workers have
the right to elect, appoint, recommend or oppose;
3. What are the procedures to be used when members are elected,
appointed, recommended or opposed,
4. the rights of members, and
5. the duration of the contract, in which case it should be renegotiated, how a
renegotiation should be implemented and what will apply in the event
renegotiations will not lead to any new agreement.
What happens if the agreement does not meet
When rules should be applied
section 30 the provisions of §§ 32-40 applies
1. If the parties agree that,
2. If an agreement meets the requirements of this law are not met
When the time limit during which negotiations can take place under section 20
expired and
a) at least one third of the employees of the participating
the companies had the right to participation, or
b) workers in one of the participating companies, even if they
constituted a smaller percentage than the one-third of the workers in
These companies, had the right to participation and
negotiating delegation decides that workers shall have the right
to the participation of the acquiring company, or
3. If the participating companies made a decision under section 22 of the other
the paragraph on refraining from launching negotiations for an agreement
about participation.
the provisions of section 31, 32-40 sections and the
participating companies include more than one form of participation,
negotiating delegation decide what form to be included in the
the acquiring company. If the negotiating delegation takes
such a decision, it shall inform the participating companies
the decision.
If the negotiating delegation fails to take a decision in accordance with
first subparagraph, the participating companies decide what form
for participation to be included in the acquiring company. If
the participating companies takes such a decision, in
where applicable, inform the negotiating delegation
the decision.
The right to participation
32 § workers ' right to elect, appoint, recommend or oppose
a number of members of the acquiring company's Board of directors should
be equal to the highest proportion in force in any body in any of the
the participating companies prior to registration.
When the provisions of §§ 32-40 is applicable under section 30 (1) or
2 have the workers the right to choose or otherwise appoint a
third of the number of Board members, whether they referred to in the first
the paragraph would be entitled to a larger share of Parliament. If a
third is not a whole number, the workers have the right
to the number of members corresponding to the next higher number.
33 § Negotiating delegation shall decide how seats in the
takeover the Board of the company shall be distributed between the members
representing employees from various EEA States. Distribution
shall be made in proportion to the percentage of workers
in the acquiring company, its subsidiaries and branches in
each EEA State.
Unless workers in all EEA States are represented
the allocation under the first subparagraph, should a site be excluded
from the proportional distribution. The exempted site
will be assigned to the employees in the EEA State in which the receiving
the company shall have its registered office. If these workers are already
represented the place instead awarded to workers in
the EEA State that has the largest number of workers of those who have been without
representation.
34 § Negotiating delegation shall appoint members to the
places on the Board allocated between workers in different
EEA States according to § 33. If an EEA State has a national system
for the election of employee representatives to any corporate body, shall, in
rather than the procedure applicable to the election of members to the
slots allocated to workers from the State.
§ 35 Members to the places on the Board of directors or any
corporate bodies in another EEA State assigned to workers in
Sweden nominated by local organizations under 15
or section 16. Organisations may agree to assign its rights
to appoint members to the negotiating delegation or
equivalent body in another EEA State.
section 36 the one who appoints the employee representatives pursuant to section 34 or 35
shall determine the term of Office. The term may, however,
not be longer than four fiscal years. It should be determined so that
the Mission expires at the end of one ordinary meeting of the
Board elections are held.
37 § When employee participation consists of a right to propose
or reject the members of the Board, determines
negotiating delegation which candidates will be proposed
or rejected.
38 § When employees must elect, appoint, recommend or oppose
new members to the Board of Directors, a delegation
established again under 7-17 sections, if not unnecessary. What
that is said about the participating companies shall apply to the
taking over the company.
§ 39 employee representatives on the Board of Directors shall have the same
rights and obligations as the members who have been appointed
of shareholders or Union members.
Employees ' representatives must not, however, participate in reading
issues concerning collective agreements or industrial action, or by
other issues where an employee organization has a significant
interest which may be contrary to the company's.
If a business is of such a nature or have a
such a purpose referred to in section 2 of the Act (1976:580) if
participation in working life, the workers ' representatives
no right to participate in decisions concerning
their purpose or focus.
40 section of the workers ' representatives may attend and participate in the
the deliberations when the case, which will eventually be settled in the
the takeover company's Board of Directors, prepared by in addition, especially
appointed members of the Board or senior management in
the company.
Costs
41 § all costs of negotiating delegations
negotiating activities and operations should be borne by the
participating businesses or the acquiring company in the
extent necessary to negotiating delegation shall
to carry out its task in an appropriate manner.
Other provisions
42 § workers ' delegation can acquire
rights and assume the obligations and actions
courts and other authorities.
Negotiating delegation ends when it has done its
information in accordance with this Act.
Protection of employees ' representatives
43 § Provisions in section 3(1), 4 and 6-8 of the Act
(1974:358) of trade union representatives position at the workplace
shall apply mutatis mutandis to employees ' representatives
habitually carries out his work in Sweden and perform tasks
According to this law.
Professional secrecy
44 section the participating companies or the acquiring company
may decide on confidentiality for members of
negotiating delegation and the experts who advise
This body, if it is necessary in the interest of the company's
the best.
The information in secrecy, despite
confidentiality transfer information to other members
in the same delegation and to its experts. The right
bringing This information applies only if the respondent
inform the receiver about confidentiality. In such a case, case
confidentiality also for the recipient.
Confidentiality shall continue to apply even after the
as a member or expert ceased.
Damages
45 § the contravenes this Act, against a contract under the law
or to professional secrecy referred to in this law shall replace
damage in accordance with the provisions of sections 55 and 56,
paragraph 57, paragraph 60 and 61 and 62 of the law
(1976:580) for participation in working life.
For the purposes of these rules, the
employers apply for taking over companies and participation
companies and the workers ' organization also apply
workers ' delegation.
A worker or a trade union may not, however,
under this Act require compensation by another worker
or workers ' associations.
Trial
section 46 Cases on the application of this Act shall, in so far as the dispute
concerning the relationship between employers and workers,
dealt with under the Act (1974:371) about the trial in
labour disputes. In such a case, the Labour Court
first court.
For the purposes of the Act on proceedings in labour disputes,
What is said there about employers apply to takeover
companies and participating organizations, as well as what is being said about the
workers ' organization also apply to workers '
negotiating delegation. What is said there about collective agreements
also apply to the agreements referred to in this law.
Matters of admissibility of confidentiality should be dealt with
promptly. Law (2011:431).
47 § When someone wants to claim damages in accordance with this law, apply in the
applicable sections 64, 65 and 68 of the Act (1976:580) if
participation in working life. For the purposes of section 64 shall
acquiring companies, participating companies and workers '
delegation considered to have negotiating rights according to section 10 of
the Act on Codetermination at work. The time limit under section 65 in
the last place, will be eight months.
