Activities of Enrico GASBARRA related to 2016/2065(INI)
Reports (1)
REPORT on cross-border mergers and divisions PDF (382 KB) DOC (62 KB)
Amendments (20)
Amendment 1 #
Motion for a resolution
Citation 6 a (new)
Citation 6 a (new)
- having regard to its resolution of 12 March 2009 on employees' participation in companies with a European statute and other accompanying measures1a , _________________ 1a Texts adopted, P7_TA(2009)0131
Amendment 2 #
Motion for a resolution
Citation 8 a (new)
Citation 8 a (new)
- having regard to the report on workers representation on board level in Europe (2015/2222(INI)),
Amendment 7 #
Motion for a resolution
Recital C
Recital C
C. having regard towhereas the European Parliament’s declarations in favour of has strongly and continuously called for the introduction of a European law on cross-border transfers of the registered office or head office of undertakings; whereas the majority of stakeholders are broadly supportive of Parliament's requests;
Amendment 9 #
Motion for a resolution
Recital D a (new)
Recital D a (new)
D a. whereas any new initiative in European company law without high standards for workers' participation might lead to further circumvention of national laws on workers' participation;
Amendment 11 #
Motion for a resolution
Recital F a (new)
Recital F a (new)
F a. whereas the relevant EU acquis provides for a wide set of information, consultation and participation rights for workers; whereas Directive 2009/38/EC1a and Directive 2005/56/CE, guarantee cross-border workers' participation and set the principle of pre-existing rights; whereas it is considered that those workers’ rights should also be protected in case of transfer of seat; _________________ 1aDirective 2009/38/EC of the European Parliament and of the Council of 6 May 2009 on the establishment of a European Works Council or a procedure in Community-scale undertakings and Community-scale groups of undertakings for the purposes of informing and consulting employees (Recast)
Amendment 12 #
Motion for a resolution
Recital F a (new)
Recital F a (new)
F a. whereas all new initiatives in European company law should be based on an in-depth evaluation and assessment of existing company law forms, the relevant judgements of the Court of Justice of the European Union on cross- board mobility of companies, and on impact assessments reflecting the interests of all stakeholders, including shareholders, creditors, investors and workers, ensuring the principles of subsidiarity and proportionality;
Amendment 14 #
Motion for a resolution
Paragraph 2
Paragraph 2
2. Calls on the Commission to devote attention to the results of the public consultation conducted between 8 September 2014 and 2 February 2015 on the possible revision of Directive 2005/56/EC and the possible introduction of a legislative framework regulating cross- border divisions; recalls that the results of the consultation indicated that there was a certain consensus on the priorities for legislation on cross-border mergers and divisions in the goals of boosting internal market and fostering workers rights;
Amendment 18 #
Motion for a resolution
Paragraph 3 a (new)
Paragraph 3 a (new)
3 a. Calls on the Commission to start a consultation on the basis of Article 154 TFEU with the social partners in order to evaluate the provisions on workers' information, consultation and participation in the European single market and to further promote, enhance and strengthen the existing provisions to ensure a European-wide protection of workers' rights, especially their right to information, consultation and participation in supervisory boards;
Amendment 23 #
Motion for a resolution
Paragraph 4 a (new)
Paragraph 4 a (new)
4 a. calls on the Commission to submit a proposal for o directive on European standards for workers' participation in European company law forms and in company boards created under European law;
Amendment 28 #
Motion for a resolution
Paragraph 5
Paragraph 5
5. Stresses the positive effectiveness of Directive 2005/56/EC on cross-border mergers of limited liability companies, which has served to facilitate cross-border mergers in the European Union - as clearly stated by the figures of operation of cross- border mergers in the last ten years - and to reduce the associated costs and administrative procedures;
Amendment 36 #
Motion for a resolution
Paragraph 8
Paragraph 8
8. Considers it to be a priority for a more advanced set of rules to be laid down for a series of actors and categories of corporate governance, and for those rules also to be reproduced for future common models of cross-border division and transfer of registered office or head office; considers it essential to simplify cross- border merger procedures (for instance in the pre-merger notification stage) by means of a clearer definition of standard forms and new digitisation practices, starting with the issues of shareholders' information and the collection of mergers' documents;
Amendment 41 #
Motion for a resolution
Paragraph 9
Paragraph 9
9. Acknowledges the importance of the inclusion in the Directive on cross- border mergers of the rules which apply to the European company (SE) regarding workers’ rights' rights; recalls that in Directive 2005/56/EC the standards of workers' rights to information and consultation are set at a high level and should therefore constitute a model; hopes that the new provisions concerning workers’' rights will be so framed as to prevent certain undertakings from using the Directive on cross-border mergers with the sole aim of transferring their registered office or head office for fiscal, social and legal reasons; stresses the importance of eliminating ambiguities in the application of penalties for failure to respect the criteria of information, consultation and co- determination of workers;
Amendment 49 #
Motion for a resolution
Paragraph 11
Paragraph 11
11. Attaches great importance to protection of certain rights of minority shareholders, by introducing in particular new measures going beyond the right to information, such as the right of inquiry into a merger, the right to compensation for a shareholder who relinquishes his holding on account of opposition to a merger, and the right to contest the fairness of the exchange ratio;
Amendment 51 #
Motion for a resolution
Paragraph 13
Paragraph 13
13. Recalls that Directive 82/891/EEC only regulates divisions of undertakings within a Member State; notes that specific cases involving divisions of undertakings between different Member States are rarer, while domestic divisions show important figures;
Amendment 52 #
Motion for a resolution
Paragraph 13
Paragraph 13
13. Recalls that Directive 82/891/EEC only regulates divisions of undertakings within a Member State; notes that specific cases involving divisions of undertakings between different Member States are rarer; stresses that a possible new Directive should not be used as a formal instrument for divisions in an undertaking for the purpose of forum shopping to avoid legal obligations under national law;
Amendment 53 #
Motion for a resolution
Paragraph 13
Paragraph 13
13. Recalls that Directive 82/891/EEC only regulates divisions of undertakings within a Member State; notes that specific cases involving divisions of undertakings between different Member States are rarer, as clearly shown in the European Commission's consultation of 2015;
Amendment 56 #
Motion for a resolution
Paragraph 15
Paragraph 15
15. Notes the duration and complexity of the existing procedures required for cross-border divisions; which are generally implemented in two stages: firstly a domestic division and a subsequent cross-border merger;
Amendment 59 #
Motion for a resolution
Paragraph 16
Paragraph 16
16. Draws attention to the importance of removing obstacles arising from conflicts of laws for the purpose of determining the national law applicable, with particular reference to social and workers' rights;
Amendment 60 #
Motion for a resolution
Paragraph 17 a (new)
Paragraph 17 a (new)
17 a. Calls on the Commission, the Council and the Member States to respect and protect all forms of workers' involvement in supervisory boards that exist on national level; considers that every attempt to circumvent or breach existing legislation obliging companies to involve workers in their decisions should be tackled with European rules;
Amendment 64 #
Motion for a resolution
Paragraph 18 – indent 3
Paragraph 18 – indent 3
- participation by, and safeguarding of, workers, requiring the same forms of information and consultation, with the aim of enhancing workers' protection, in particular against social dumping;