24 Amendments of Anne SANDER related to 2018/0114(COD)
Amendment 100 #
Proposal for a directive
Article premier – paragraph 1 – point 3
Article premier – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 a – paragraph 1
Article 86 a – paragraph 1
1a. The Member State of destination may require a company which is transferring its registered office to its territory to simultaneously relocate its central administration, where this requirement is laid down in national legislation for undertakings established in their territory.
Amendment 132 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 e – Title
Article 86 e – Title
Report of the management or administrative organ to the members and employees
Amendment 134 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 e – paragraph 1
Article 86 e – paragraph 1
1. The management or administrative organ of the company carrying out the cross-border conversion shall draw up a report for the members and employees explaining and justifying the legal and economic aspects of the cross-border conversion.
Amendment 137 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 e – paragraph 2 – point c a (new)
Article 86 e – paragraph 2 – point c a (new)
(ca) the implications of the cross- border conversion for the safeguarding of employment relationships;
Amendment 140 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 e – paragraph 2 – point c b (new)
Article 86 e – paragraph 2 – point c b (new)
(cb) any material changes in the conditions of employment and in the location of the companies’ places of business;
Amendment 141 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 e – paragraph 2 – point c c (new)
Article 86 e – paragraph 2 – point c c (new)
(cc) whether the factors set out in points (a), (ca) and (cb) affect any subsidiaries of the company.
Amendment 145 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 e – paragraph 3
Article 86 e – paragraph 3
3. The report referred to in paragraph 1 of this Article, shall be made available, at least electronically, to the members not less than two months before the date of the general meeting referred to in Article 86i. That report shall also be made similarly available to theand representatives of the employees of the company carrying out the cross-border conversion or, where there are no such representatives, to the employees themselves, not less than two months before the date of the general meeting referred to in Article 86i.
Amendment 148 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 e – paragraph 3 a (new)
Article 86 e – paragraph 3 a (new)
3a. Where the management or administrative organ of the company carrying out the cross-border conversion receives, in good time, an opinion from the representatives of its employees or, where there are no such representatives, from the employees themselves, as provided for under national law, the members shall be informed thereof and that opinion shall be appended to that report.
Amendment 151 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 e – paragraph 4
Article 86 e – paragraph 4
4. However, that report shall not be required where allt least two thirds of the members of the company carrying out the cross-border conversion have agreed to waive this requirement.
Amendment 152 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 e – paragraph 4 a (new)
Article 86 e – paragraph 4 a (new)
4a. However, where a company carrying out a cross-border conversion and its subsidiaries, if any, have no employees other than those who form part of the management or administrative organ, the report referred to in paragraph 1 shall not be required.
Amendment 154 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 e – paragraph 4 b (new)
Article 86 e – paragraph 4 b (new)
4b. Paragraphs 1 to 4 are without prejudice to the applicable information and consultation rights and procedures instituted at national level in response to the transposition of Directive 2002/14/EC or 2009/38/EC.
Amendment 155 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 f
Article 86 f
Amendment 188 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 g – title
Article 86 g – title
Article 86g Examination by an independent expertthe competent authority
Amendment 191 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 g – paragraph 1 – point 3
Article 86 g – paragraph 1 – point 3
1. Member States shall ensure that the company carrying out the cross-border conversion applies not less than two months before the date of the general meeting referred to in Article 86i to the competent authority designated in accordance with Article 86m(1), to appoint an expert to examine and assess for an assessment of the draft terms of the cross- border conversion and the reports referred to in Articles 86e and 86f, subject to the proviso set out in paragraph 6 of this Article.
Amendment 193 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 g – paragraph 1 – subparagraph 2
Article 86 g – paragraph 1 – subparagraph 2
The application forto the appointment of an expertcompetent authority shall be accompanied by the following:
Amendment 197 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
2. The competent authority shall appointIf it considers it necessary, the competent authority shall be free to seek the assistance of an independent expert within five working days from the application referred to in paragraph 1 and the receipt of the draft terms and reports. The expert shall be independent from the company carrying out the cross-border conversion and may be a natural or a legal person depending upon the law of the departure Member State. Member States shall take into account, in assessing the independence of the expert, the framework established in Articles 22 and 22b of Directive 2006/43/EC.
Amendment 199 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 g – paragraph 3
Article 86 g – paragraph 3
3. The expertWhere there is reasonable doubt as to the real reason for a cross-border conversion, the competent authority shall draw up a written report providing at least:
Amendment 203 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 g – paragraph 4
Article 86 g – paragraph 4
4. Member States shall ensure that the independent expert shall becompetent authority is entitled to obtain, from the company carrying out the cross- border conversion, all relevant information and documents and to carry out all necessary investigations to verify all elements of the draft terms or management reports. The expertcompetent authority shall also be entitled to receive comments and opinions from the representatives of the employees of the company, or, where there are no such representatives, from the employees themselves and also from the creditors and members of the company.
Amendment 204 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 g – paragraph 5
Article 86 g – paragraph 5
5. Member States shall ensure that information submittgathered toby the independent expertcompetent authority can only be used for the purpose of drafting theits report and that confidential information, including business secrets, shall not be disclosed. Where appropriate, the expertcompetent authority may submit a separate document containing any such confidential information to the competent authority, designated in accordance with Article 86m(1) and that separate document shall only be made available to the company carrying out the cross-border conversion and not be disclosed to any other party.
Amendment 214 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 j – paragraph 1 – point a
Article 86 j – paragraph 1 – point a
(a) the members holding shares with voting rights and who did not vote forwho voted against the approval of the draft terms of the cross- border conversion;
Amendment 216 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 j – paragraph 3
Article 86 j – paragraph 3
3. Member States shall ensure that a company carrying out a cross-border conversion makes an offer of adequate compensation in the draft terms of the cross-border conversion as specified in the Article 86d(1)(i) to the members, referred to in paragraph 1 of this Article, who wish to exercise their right to dispose of their shareholdings. Member States shall also establish the period for the acceptance of the offer, which shall not in any event exceed one month after the general meeting referred to in Article 86is must express their intention to avail themselves of their exit right before the general meeting. Member States shall further ensure that a company is able to accept an offer communicated electronically to an address provided by the company for that purpose.
Amendment 218 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 j – paragraph 5
Article 86 j – paragraph 5
5. Member States shall ensure that any member who has accepted the offer of cash compensation referred to in paragraph 3, but who considers that the cash compensation has not been adequately set, is entitled to demand the recalculation of the cash compensation offered before a national court within one month15 days of the acceptance of the offer.
Amendment 219 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 k – paragraph 2
Article 86 k – paragraph 2
2. Member States shall ensure that creditors who are dissatisfied with the protection of their interests provided for in the draft terms of the cross-border conversion, as provided for in Article 86d(f), and who have lodged their objection before the cross-border conversion may apply to the appropriate administrative or judicial authority for adequate safeguards within one month of the disclosure referred to in Article 86h.
Amendment 339 #
Proposal for a directive
Article 1 – paragraph 1 – point 13
Article 1 – paragraph 1 – point 13
Directive (EU) 2017/1132
Article 126 a – paragraph 3
Article 126 a – paragraph 3
3. Member States shall ensure that each of the merging companies makes an offer of adequate cash compensation in the common draft terms of the cross-border merger, as specified in Article 122(1)(m), to those members referred to in paragraph 1 of this Article who wish to exercise their right to dispose of their shareholdings. Member States shall also establish the period for the acceptance of the offer, which shall not in any event exceed one month after the general meeting referred to in Article 126The members shall express their intention of invoking their exit right before the general meeting or, in cases where the approval of the general meeting is not required, within twoone months after the disclosure of the common draft terms of merger referred to in Article 123. Member States shall further ensure that the merging companies are able to accept an offer communicated electronically to an address provided by those companies for that purpose.