13 Amendments of Răzvan POPA related to 2018/0114(COD)
Amendment 151 #
Proposal for a directive
Recital 6
Recital 6
(6) It is appropriate therefore to provide procedural and substantive rules on cross-border conversions which would contribute tofurther facilitate the abolition of restrictions on freedom of establishment and provide at the same time adequate and proportionate protection for stakeholders such as employees, creditors and minority shareholders.
Amendment 168 #
Proposal for a directive
Recital 10
Recital 10
(10) To allow all stakeholders' legitimate interests to be taken into account in the procedure governing a cross-border conversion, the company should disclose the draft terms of the cross-border conversion containing the most important information about the proposed cross- border conversion, including the envisaged new company form, the instrument of constitution and the proposed timetable for the conversion. Members, creditors and employees of the company carrying out the cross-border conversion should be notified in order that they candue time in order for them to be able to submit comments with regard to the proposed conversion.
Amendment 170 #
Proposal for a directive
Recital 11
Recital 11
(11) In order to provide information to its members, the company carrying out the cross-border conversion should prepare a detailed report. The report should explain and substantiate the legal and economic aspects of the proposed cross-border conversion, in particular the implications of the cross- border conversion for members with regard to the future business of the company and the management organ's strategic plan. It should also include potential remedies available to members, where they do not agree with the decision to carry out a cross- border conversion. This report should also be made available to the employees of the company carrying our cross-border conversion.
Amendment 172 #
Proposal for a directive
Recital 12
Recital 12
(12) In order to provide information to its employees, the company carrying out the cross-border conversion should prepare a report explaining the implications of the proposed cross-border conversion for employees. The report should explain in particular the implications of the proposed cross-border conversion on the safeguarding of the jobs of the employees, whether there would be any material change in the employment relationships, in their contractual arrangements and the locations of the companies’ places of business and how each of these factors would relate to any subsidiaries of the company. This requirement should not however apply where the only employees of the company are in its administrative organ. The provision of the report should be carried out in due time in order for the employees or their representatives to be able to submit their comments without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of Directive 2002/14/EC of the European Parliament and of the Council43 or Directive 2009/38/EC of the European Parliament and of the Council44 . _________________ 43 Directive 2002/14/EC of the European Parliament and of the Council of 11 March 2002 establishing a general framework for informing and consulting employees in the European Community (OJ L 80, 23.3.2002, p. 29). 44 Directive 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) (OJ L 122, 16.5.2009, p. 28).
Amendment 175 #
Proposal for a directive
Recital 12 a (new)
Recital 12 a (new)
(12a) The detailed report intended for the employees should be made available for the European Parliament, the works council of the departure Member State and the European Works Council.
Amendment 188 #
Proposal for a directive
Recital 20
Recital 20
(20) In order to prevent the circumvention of employee participation rights by means of a cross-border conversion, the company carrying out a conversion which is registered in the Member State which provides for the employee participation rights, should not be able to perform a cross-border conversion without first entering into negotiations with its employees or their representatives when the average number of employees employed by that company is equivalent to four fifthtwo thirds of the national threshold for triggering such employee participation.
Amendment 191 #
Proposal for a directive
Recital 21
Recital 21
(21) To ensure a proper allocation of tasks among Member States and an efficient and effective ex-ante control of cross-border conversions, both the departure and the destination Member States should designate the appropriate competent authorities. In particular, the competent authorities of the departure Member States should have the power to issue a pre-conversion certificate without which the competent authorities in the destination Member State should notrequire in order to be able to complete the cross-border conversion procedure.
Amendment 201 #
Proposal for a directive
Recital 26
Recital 26
(26) The evaluation of the implementation of the cross-border merger rules in Member States has shown that the number of cross-border mergers in the Union has significantly increased. However, this evaluation has also revealed certain shortcomings in relation specifically to creditor protection of employees, creditors and shareholder protections as well as to the lack of simplified procedures which impede the full effectiveness and efficiency of those cross-border merger rules.
Amendment 205 #
Proposal for a directive
Recital 28
Recital 28
(28) In order to further enhance the existing cross-border merger procedure, it is necessary to simplify those merger rules, where appropriate, whilst at the same time ensuring that stakeholders, and in particular employees but also stakeholders and creditors, are adequately protected. Therefore, the existing cross- border merger rules should be modified in order to oblige the management or administrative organs of the merging companies to prepare separate reports detailing the legal and economic aspects of the cross-border merger for both members and for employees. The obligation on the management or administrative organ of the company to prepare the report for the members may however be waived, where those members are already informed about legal and economic aspects of the proposed merger. However, the report prepared for employees may only be waived where the merging companies and their subsidiaries do not have any employees other than those who form part of the management or administrative organ.
Amendment 206 #
Proposal for a directive
Recital 29
Recital 29
(29) Furthermore, in order to enhance the protection afforded to the employees of the merging company or companies, employees or their representatives may provide their opinion on the company report setting out the implications of the cross-border merger for them. The provision of the report should be carried out in due time in order for the employees or their representatives to be able to submit their comments without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of Council Directive 2001/23/EC48 , Directive 2002/14/EC or Directive 2009/38/EC. _________________ 48 Council Directive 2001/23/EC of 12 March 2001 on the approximation of the laws of the Member States relating to the safeguarding of employees' rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses (OJ L 82, 22.3.2001, p. 16).
Amendment 217 #
Proposal for a directive
Recital 42
Recital 42
(42) To allow all stakeholders' legitimate interests to be taken into account, the company being divided should disclose the draft terms of the division containing the most important information about the proposed cross-border division, including the envisaged the exchange ratio of securities or shares, the instruments of constitution of the recipient companies and the proposed timetable for the cross-border division. Members, creditors and employees of the company carrying out the cross-border division should be notified that they canin due time in order for them to be able to submit comments with regard to the division.
Amendment 220 #
Proposal for a directive
Recital 43
Recital 43
(43) In order to provide information to its members, the company being divided should prepare a detailed report. The report should explain and substantiate the legal and economic aspects of the proposed cross- border division, in particular explaining the implications of the cross- border division for members with regard to the future business of the company and the management organs’ strategic plan. It should also include explanations about the exchange ratio, where applicable, the criteria to determine the allocation of shares and potential remedies available to members, where they do not agree with the decision to carry out a cross-border division.
Amendment 222 #
Proposal for a directive
Recital 44
Recital 44
(44) In order to provide information its employees, the company being divided should prepare a report explaining the implications of the proposed cross-border division for employees. The report should explain in particular the implications of the proposed cross-border division on the safeguarding of the jobs of the employees, whether there would be any material change in the conditions of employment and the locations of the companies’ places of business, and how each of these factors would relate to any subsidiaries of the company. The provision of the report should be carried out in due time in order for the employees or their representatives to be able to submit their comments without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of Directives 2001/23/EC, 2002/14/EC or 2009/38/EC.