In short
On 4 March 2025, the Luxembourg parliament adopted draft invoice No. 8225 (“Legislation“), transposing the employment legislation provisions of the Mobility Directive (Directive (EU) 2019/2121) into Luxembourg legislation. This laws introduces new guidelines on worker data, session and participation in cross-border conversions, mergers and divisions.
These modifications complement the legislation of 17 February 2025 (derived from Invoice No. 8053), which primarily addressed the corporate legislation elements of the Mobility Directive and strengthened worker data and session rights.
The Legislation was revealed on 28 March 2025 within the Luxembourg Official Journal and entered into drive on 1 April 2025.
Firms planning cross-border restructurings inside the European Financial Space (EEA) should adjust to these new obligations, significantly concerning data and session deadlines in addition to worker participation.
To know the implications of those modifications and the way they could impression your group, please get in contact along with your normal Baker McKenzie contact.
The Mobility Directive seeks to reinforce company mobility inside the European Union, making certain that staff stay adequately knowledgeable and, as relevant, concerned in decision-making processes throughout cross-border transactions.
Luxembourg transposed the Mobility Directive in two phases:
- The legislation of 17 February 2025 (Invoice No. 8053) – This has been in impact since 2 March 2025, overlaying company legislation elements and introducing enhanced worker session rights in cross-border operations. For extra particulars, please confer with our InsightPlus alert dated 5 February 2025.
- The Legislation (Invoice No. 8225) – This additional adapts worker rights in cross-border mergers and introduces new guidelines for cross-border conversions and divisions within the Luxembourg Labor Code.
Strengthened worker data and session rights
- For cross-border operations with restructuring plans revealed on or after 1 April 2025, administration our bodies of every of the merging corporations or the corporate to be transformed or divided shall formally notify shareholders, worker representatives — or staff within the absence of illustration — and collectors that they could submit feedback on the contemplated restructuring not less than 5 working days earlier than the shareholders’ assembly.
- Administration our bodies of every merging firm or the corporate to be transformed or divided should present detailed explanatory experiences for workers and shareholders.
- These experiences had been beforehand solely required for shareholders (until waived). Now, employee-specific experiences are necessary, aside from corporations with no staff aside from these in administration.
- These employee-specific experiences should present an in depth evaluation of the implications of the cross-border operation for employment relationships, in addition to, the place relevant, any measures for safeguarding these relationships and any materials modifications to the relevant situations of employment or to the placement of the corporate’s locations of enterprise.
- Studies should be made out there electronically to worker representatives or, if there are not any worker representatives, to staff instantly, not less than six weeks earlier than the shareholders’ assembly, alongside the draft phrases of the operation.
- If worker representatives — or staff within the absence of illustration — have submitted feedback not less than 5 working days earlier than the shareholders’ assembly, such feedback shall be thought-about by shareholders and hooked up to the shareholder’s report though they aren’t binding nor have a suspensive impact on the operation.
- The prevailing worker data and session guidelines in cross-border mergers at the moment are prolonged to cowl cross-border conversions and divisions.
Enhanced worker participation rights
- Worker board-level participation rights had been beforehand relevant solely to cross-border mergers; they now lengthen to cross-border conversions and divisions.
- Firms present process a cross-border operation should defend present worker illustration rights the place relevant.
- Worker participation is required if the typical variety of staff within the firm previously three years is 800.
- In a cross-border merger, if one of many merging corporations is topic to an worker participation regime, the merged entity has two choices:
- Apply commonplace participation guidelines instantly.
- Negotiate a brand new participation framework with a particular negotiating physique.
- The end result of worker participation negotiations for any firm ensuing from a cross-border operation should be communicated to staff inside three working days.
- If negotiations fail, default catch-all provisions be sure that worker participation stays on the identical stage as earlier than.
- Any firm ensuing from a cross-border operation should now safeguard worker participation rights for 4 years (beforehand three). This safety extends not solely to subsequent nationwide mergers however additionally to subsequent cross-border mergers, conversions and divisions.
Firms planning cross-border operations inside the EEA ought to take proactive steps, together with the next, to adjust to the brand new necessities:
- Make sure that data and session processes are prolonged to additionally defend worker rights throughout cross-border divisions and conversions.
- Adapt the participation thresholds and safeguard durations to satisfy the brand new authorized necessities.
With these legislative updates, Luxembourg legislation is now absolutely aligned with the Mobility Directive, offering better protections for workers concerned in cross-border restructurings. Firms ought to assess their obligations and guarantee compliance to keep away from authorized dangers and potential disputes.
In short
On 4 March 2025, the Luxembourg parliament adopted draft invoice No. 8225 (“Legislation“), transposing the employment legislation provisions of the Mobility Directive (Directive (EU) 2019/2121) into Luxembourg legislation. This laws introduces new guidelines on worker data, session and participation in cross-border conversions, mergers and divisions.
These modifications complement the legislation of 17 February 2025 (derived from Invoice No. 8053), which primarily addressed the corporate legislation elements of the Mobility Directive and strengthened worker data and session rights.
The Legislation was revealed on 28 March 2025 within the Luxembourg Official Journal and entered into drive on 1 April 2025.
Firms planning cross-border restructurings inside the European Financial Space (EEA) should adjust to these new obligations, significantly concerning data and session deadlines in addition to worker participation.
To know the implications of those modifications and the way they could impression your group, please get in contact along with your normal Baker McKenzie contact.
The Mobility Directive seeks to reinforce company mobility inside the European Union, making certain that staff stay adequately knowledgeable and, as relevant, concerned in decision-making processes throughout cross-border transactions.
Luxembourg transposed the Mobility Directive in two phases:
- The legislation of 17 February 2025 (Invoice No. 8053) – This has been in impact since 2 March 2025, overlaying company legislation elements and introducing enhanced worker session rights in cross-border operations. For extra particulars, please confer with our InsightPlus alert dated 5 February 2025.
- The Legislation (Invoice No. 8225) – This additional adapts worker rights in cross-border mergers and introduces new guidelines for cross-border conversions and divisions within the Luxembourg Labor Code.
Strengthened worker data and session rights
- For cross-border operations with restructuring plans revealed on or after 1 April 2025, administration our bodies of every of the merging corporations or the corporate to be transformed or divided shall formally notify shareholders, worker representatives — or staff within the absence of illustration — and collectors that they could submit feedback on the contemplated restructuring not less than 5 working days earlier than the shareholders’ assembly.
- Administration our bodies of every merging firm or the corporate to be transformed or divided should present detailed explanatory experiences for workers and shareholders.
- These experiences had been beforehand solely required for shareholders (until waived). Now, employee-specific experiences are necessary, aside from corporations with no staff aside from these in administration.
- These employee-specific experiences should present an in depth evaluation of the implications of the cross-border operation for employment relationships, in addition to, the place relevant, any measures for safeguarding these relationships and any materials modifications to the relevant situations of employment or to the placement of the corporate’s locations of enterprise.
- Studies should be made out there electronically to worker representatives or, if there are not any worker representatives, to staff instantly, not less than six weeks earlier than the shareholders’ assembly, alongside the draft phrases of the operation.
- If worker representatives — or staff within the absence of illustration — have submitted feedback not less than 5 working days earlier than the shareholders’ assembly, such feedback shall be thought-about by shareholders and hooked up to the shareholder’s report though they aren’t binding nor have a suspensive impact on the operation.
- The prevailing worker data and session guidelines in cross-border mergers at the moment are prolonged to cowl cross-border conversions and divisions.
Enhanced worker participation rights
- Worker board-level participation rights had been beforehand relevant solely to cross-border mergers; they now lengthen to cross-border conversions and divisions.
- Firms present process a cross-border operation should defend present worker illustration rights the place relevant.
- Worker participation is required if the typical variety of staff within the firm previously three years is 800.
- In a cross-border merger, if one of many merging corporations is topic to an worker participation regime, the merged entity has two choices:
- Apply commonplace participation guidelines instantly.
- Negotiate a brand new participation framework with a particular negotiating physique.
- The end result of worker participation negotiations for any firm ensuing from a cross-border operation should be communicated to staff inside three working days.
- If negotiations fail, default catch-all provisions be sure that worker participation stays on the identical stage as earlier than.
- Any firm ensuing from a cross-border operation should now safeguard worker participation rights for 4 years (beforehand three). This safety extends not solely to subsequent nationwide mergers however additionally to subsequent cross-border mergers, conversions and divisions.
Firms planning cross-border operations inside the EEA ought to take proactive steps, together with the next, to adjust to the brand new necessities:
- Make sure that data and session processes are prolonged to additionally defend worker rights throughout cross-border divisions and conversions.
- Adapt the participation thresholds and safeguard durations to satisfy the brand new authorized necessities.
With these legislative updates, Luxembourg legislation is now absolutely aligned with the Mobility Directive, offering better protections for workers concerned in cross-border restructurings. Firms ought to assess their obligations and guarantee compliance to keep away from authorized dangers and potential disputes.
