Law (2008:9) If The Worker Involvement In Cross-Border Mergers

Original Language Title: Lag (2008:9) om arbetstagares medverkan vid gränsöverskridande fusioner

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now

Read the untranslated law here: http://rkrattsbaser.gov.se/sfst?bet=2008:9

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.