[ParlTrack]

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 c– paragraph 1

1. Member States shall ensure that where a company intends to carry out a cross-border conversion, the relevant court, notary or other competent authority of the departure and destination Member States verify that the cross-border conversion complies with the conditions laid down in paragraph 2.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 c – paragraph 2 – point b

~~(b) the company is subject to preventive restructuring proceedings initiated because of the likelihood of insolvency;~~deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 c – paragraph 2 – point c

~~(c) the suspension of payments is on- going;~~deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 c – paragraph 2 – point e

(e) preventive measures have been taken by the national authorities to avoid the initiation of proceedings referred to in points (a)~~, (b)~~ or (d).

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Francis ZAMMIT DIMECH, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 c – paragraph 3

3. Member States shall ensure that the competent authority of the departure Member State shall not authorise the cross-border conversion where it determines, after an examination of the specific case and having regard to all relevant facts and circumstances, that it constitutes an artificial arrangement aimed at obtaining undue tax advantages or at unduly prejudicing the legal or contractual rights of employees, creditors or minority members.deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 e – title

Article 86e Report of the management or administrative organ to the members and to the employees

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
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 explaining and justifying the legal and economic aspects of the cross-border conversion, as well as the implications of the cross-border conversion for employees.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 e – paragraph 2 – point c

(c) the rights and remedies available to members opposing the conversion in accordance with Article 86j., if any

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 e – paragraph 2 – point c a (new)

(ca) the implications of the cross- border conversion on the safeguarding of employment relationships;

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 e – paragraph 2 – point c b (new)

(cb) any material changes in the conditions of employment and in the location of the company’s places of business;

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 e – paragraph 2 – point c c (new)

(cc) whether the factors set out in points(a), (d) and (e) also relate to any subsidiaries of the company.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
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 and to the 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. That report shall also be made similarly available to the representatives of the employees of the company carrying out the cross-border conversion or, where there are no such representatives, to the employees themselves.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
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 their 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.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 f – paragraph 4

4. However, that report shall not be required where allt least two thirds the members of the company carrying out the cross-border conversion have agreed to waive this requirement information referred to in paragraph 1 (b) and (c) of this article shall not be required .

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 f – paragraph 4 a (new)

4a. Where a company carrying out the cross- border conversion and its subsidiaries, if any, have no employees other than those who form part of the management or administrative organ, information referred to in paragraph 1 (d), (e) and (f) shall not be required.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 f – paragraph 4 b (new)

4b. Paragraphs 1 to 4a are without prejudice to the applicable information and consultation rights and proceedings instituted at national level following the transposition of Directives 2002/14/EC or 2009/38/EC.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 f – title

~~Article 86f Report of the management or administrative organ to the employees~~deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1131
Article 86 f – paragraph 1

~~1. The management or administrative organ of the company carrying out the cross-border conversion shall draw up a report explaining the implications of the cross-border conversion for employees.~~deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 f – paragraph 2

~~2. The report referred to in paragraph 1, shall in particular explain the following: (a) border conversion~~deleted the implications onf the ~~future business of the company and~~cross- the implications onf the management's strategic plan; (b) border conversion on the safeguarding of employment relationships; (c) conditions of employment and in the location of the company’s places of business; (d) points (a), (b) and (c) also relate to any subsidiaries of the company.cross- any material changes in the whether the factors set out in

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3 Directive (EU) 2017/1132

3. The report referred to in paragraph 1 of this Article, shall be made available, at least electronically, to the 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. That report shall also be made similarly available to the members of the company carrying out the cross-border conversion.deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 f – paragraph 4

4. 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 their 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.deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 f – paragraph 5

5. However, where a company carrying out the 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.deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 f – paragraph 6

6. Paragraphs 1 to 6 are without prejudice to the applicable information and consultation rights and proceedings instituted at national level following the transposition of Directives 2002/14/EC or 2009/38/EC.deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 g – paragraph 1

Member States ~~shall ensur~~may decide that ~~the~~a company ~~carrying out the cross-border conversion~~shall appl~~ies~~y 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 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.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 g – paragraph 3

3. The expert shall draw up a written report providing at least: a detailed assessment of the accuracy of the reports and information submitted by the company carrying out the cross-border conversion

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 g – paragraph 3 – point a

~~(a) a detailed assessment of the accuracy of the reports and information submitted by the company carrying out the cross-border conversion;~~deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 g – paragraph 3 – point b

(b) a description of all factual elements necessary for the competent authority, designated in accordance with Article 86m(1), to carry out an in-depth assessment to determine whether the intended cross-border conversion constitutes an artificial arrangement in accordance with Article 86n, including at a minimum the following: the characteristics of the establishment in the destination Member State, including the intent, the sector, the investment, the net turnover and profit or loss, number of employees, the composition of the balance sheet, the tax residence, the assets and their location, the habitual place of work of the employees and of specific groups of employees, the place where social contributions are due and the commercial risks assumed by the converted company in the destination Member State and the departure Member State.deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 h – paragraph 1 – point b

(b) the independent expert report and information submitted by the company carrying out the cross-border conversion referred to in Article 86g (a), where applicable;, and a statement authorising the company to submit the draft terms of the cross border conversion to its general meeting.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 j – paragraph 1

1. Member States ~~shall ensur~~may provide that the following members of a company carrying out cross-border conversion have the right to dispose of their shareholdings under the conditions laid down in paragraphs 2 to 6:

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 j – paragraph 1 – point a

(a) the members holding shares with voting rights ~~and who did not vote for~~who at the general meeting voted against the approval of the draft terms of the cross- border conversion and voiced their intent to make use of the exit right;

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 j – paragraph 1– point b

(b) the members holding shares without voting rights, who voiced their intent to make use of the exit right at the general meeting.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 j – paragraph 5

5. Member States shall provide that any member who has accepted the offer of cash compensation referred to in paragraph 3 but who considers that the compensation has not been adequately set, is entitled to demand the recalculation of the cash compensation offered before a national court within ~~one month~~15 days of the acceptance of the offer.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 k – paragraph 2

2. Member States shall ensure that creditors, whose rights predate the cross- border conversion the draft terms , and 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), may apply to the appropriate administrative or judicial authority for adequate safeguards within one month of the disclosure referred to in Article 86h.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 k – paragraph 3 – point b

(b) where creditors are offered a right to payment, either against a third party guarantor, or against the company resulting from the cross-border conversion of at least ~~equivalent~~the actual value tof their original claim, which may be brought in the same jurisdiction as their original claim, and which is of a credit quality at least commensurate with the creditor's original claim ~~immediately after the completion of the conversion~~.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 l– paragraph 2

2. However, the rules in force concerning employee participation, if any, in the destination Member State shall not apply, where the company carrying out the conversion has, in the six months prior to the publication of the draft terms of the cross-border conversion as referred to in Article 86d of this Directive, an average number of employees ~~equivalent to four fifths of the applicable threshold, laid down in the law of the departure Member State, which triggers th~~that exceeds 500 and is operating under an employee participation ~~of employees~~system within the meaning of point (k) of Article 2 of Directive 2001/86/EC, or where the national law of the destination Member State does not:

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 l – paragraph 4

4. When regulating the principles and procedures referred to in paragraph 3, Member States: (a) shall confer on the special negotiating body the right to decide, by a majority of two thirds of its members representing at least two thirds of the employees, not to open negotiations or to terminate negotiations already opened and to rely on the rules on participation in force in the destination Member State; (b) prior negotiations, standard rules for participation apply and notwithstanding such rules, decide to limit the proportion of employee representatives in the administrative organ of the converted company. However, if in the company carrying out the conversion employee representatives constituted at least one third of the administrative or supervisory board, the limitation may never result in a lower proportion of employee representatives in the administrative organ than one third; (c) employee participation that applied prior to the cross-border conversion continue to apply until the date of application of any subsequently agreed rules or in the absence of agreed rules until the application of default rules in accordance with point (a) of Part 3 of the Annex.deleted may, in the case where, following shall ensure that the rules on

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 l – paragraph 7

7. Where the converted company is operating under an employee participation system, that company shall be obliged to take measures to ensure that employees' participation rights are protected in the event of any subsequent cross-border or domestic merger, division or conversion for a period of ~~thre~~one years after the cross- border conversion has taken effect, by applying mutatis mutandis the rules laid down in paragraphs 1 to 6.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 m – paragraph 1

1. Member States shall designate the court, notary or other authority competent to scrutinise the legality of the cross-border conversion as regards that part of the procedure which is governed by the law of the departure Member State and to issue a pre- conversion certificate attesting compliance with all the relevant conditions and the proper completion of all procedures and formalities in the departure Member State.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 m – paragraph 1

1. Member States shall designate the court, notary or other authority competent to scrutinise the legality of the cross-border conversion as regards that part of the procedure which is governed by the law of the departure Member State and to issue a pre- conversion certificate attesting compliance with all the relevant conditions and the proper completion of all procedures and formalities in the departure Member State.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 m – paragraph 5 – point c a (new)

(ca) whether the cross-border conversion does not pretend abusive, fraudulent or criminal purposes, leading or aimed to lead to the evasion or circumvention of national or EU law, including the evasion or circumvention of rights of employees, creditors or members.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 n – paragraph 1 – subparagraph 1

Member States ~~shall~~may ensure in order to assess whether the cross-border conversion constitutes an artificial arrangement within the meaning of Article 86c(3), that the competent authority of the departure Member State carries out an in-depth assessment of all relevant facts and circumstances ~~and~~, if there are strong, objective suspicions that the company is conducting the cross border conversion in order to avoid or breach the law of the departure Member State. An in-depth assessment shall take into account at a minimum the following: the characteristics of the establishment in the destination Member State, including the intent, the sector, the investment, the net turnover and profit or loss, number of employees, the composition of the balance sheet, the tax residence, the assets and their location, the habitual place of work of the employees and of specific groups of employees, the place where social contributions are due and the commercial risks assumed by the converted company in the destination Member State and the departure Member State.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 p – paragraph 1

Member States shall designate anthe court, notary or other authority competent to scrutinise the legality of the cross-border conversion as regards that part of the procedure which is governed by the law of the destination Member State and to approve the cross-border conversion where the conversion complies with all the relevant conditions and the proper completion of all procedures and formalities in the destination Member State.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 3

Member States shall designate anthe court, notary or other authority competent to scrutinise the legality of the cross-border conversion as regards that part of the procedure which is governed by the law of the destination Member State and to approve the cross-border conversion where the conversion complies with all the relevant conditions and the proper completion of all procedures and formalities in the destination Member State.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 9

Directive (EU) 2017/1132
Article 124– paragraph 1

1. The management or administrative organ of each of the merging companies shall draw up a report explaining and justifying the legal and economic aspects of the cross-border merger as well as the implications of the cross-border merger for employees.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 9

Directive (EU) 2017/1132
Article 124 – paragraph 2 – point e a (new)

(ea) the implications of the cross- border merger on the safeguarding of the employment relationships;

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 9

Directive 2017/1132
Article 124 – paragraph 2 – point e b

(eb) any material changes in the conditions of employment and in the locations of the companies’ places of business;

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 9

Directive (EU) 2017/1132
Article 124 – paragraph 2 – point e c (new)

(ec) whether the factors set out in points (a), (f) and (g) also relate to any subsidiaries of the merging companies.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 9

Directive (EU) 2017/1132
Article 124 – paragraph 3

3. The report shall be made available, at least electronically, to the members ~~of each of the merging companies~~and to the representatives of the employees of each of the merging companies or, where there are no such representatives, to the employees themselves, not less than one month before the date of the general meeting referred to in Article 126. The report shall also be made similarly available to the representatives of the employees of each of the merging companies, or where there are no such representatives, to the employees themselves. However, where the approval of the merger is not required by general meeting of the acquiring company in accordance with Article 126(3), the report shall be made available, at least one month before the date of the general meeting of the other merging company or companies.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 9

Directive (EU) 2017/1132
Article 124 – paragraph 3 a (new)

3a. Where the management or administrative organ of one or more of the merging companies receives, in goodtime, an opinion from the representatives of their 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 the report.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 9

Directive (EU) 2017/1132
Article 124 – paragraph 4

4. However, ~~the report~~information referred to in paragraph 1, (b), (c), (d) and (e) shall not be required where allt least two thirds of the members of the merging companies have agreed to waive this requirement.;

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 9

Directive (EU) 2017/1132
Article 124 – paragraph 4 a (new)

4a. Where the merging companies and their subsidiaries, if any, have no employees, other than those who form part of the management or administrative organ, the information referred in paragraph 1 (f), (g) and (h) shall not be required to be drawn up.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 9

Directive (EU) 2017/1132
Article 124– paragraph 4 b (new)

4b. The submission of the report is without prejudice to the applicable information and consultation rights and proceedings instituted at national level following the implementation of Directives 2001/23/EC, 2002/14/EC or 2009/38/EC.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 10

Directive (EU) 2017/1132
Article 124a

(10) the following Article 124a is inserted: ‘Article 124aReport of the management or administrative organ to the employees 1. The management or administrative organ of each of the merging companies shall draw up a report explaining the implications of the cross-border merger for employees. 2. The report referred to in paragraph 1, shall in particular explain the following: (a) the implications of the cross-border merger on the future business of the company and on the management's strategic plan; (b) the implications of the cross-border merger on the safeguarding of the employment relationships; (c) any material changes in the conditions of employment and in the locations of the companies’ places of business; (d) whether the factors set out in points (a), (b) and (c) also relate to any subsidiaries of the merging companies. 3. The report referred to in paragraph 1 of this Article, shall be made available, at least electronically, to the representatives of the employees of each of the merging companies or, where there are no such representatives, to the employees themselves, not less than one month before the date of the general meeting referred to in Article 126. The report shall also be made similarly available to the members of each of the merging companies. However, where the approval of the merger is not required by general meeting of the acquiring company, in accordance with Article 126(3), the report shall be available at least one month before the date of the general meeting of the other merging company or companies. 4. Where the management or administrative organ of one or more of the merging companies receives, in good time, an opinion from the representatives of their 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 the report. 5. However, where the merging companies and their subsidiaries, if any, have no employees, other than those who form part of the management or administrative organ, the report referred in paragraph 1 shall not be required to be drawn up. 6. The submission of the report is without prejudice to the applicable information and consultation rights and proceedings instituted at national level following the implementation of Directives 2001/23/EC, 2002/14/EC or 2009/38/EC.;’deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 13

Directive (EU) 2017/1132
Article 126a – paragraph 1 – point a

(a) the members holding shares with voting rights ~~and who did not~~who at the general meeting voted for the approval of the common draft terms of the cross-border merger and voiced their intent to make use of the exit right;

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 13

Directive (EU) 2017/1132
Article 126a – paragraph 1 – point b

(b) the members holding shares without voting rights, who voiced their intent to make use of the exit right at the general meeting.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 13

Directive (EU) 2017/1132
Article 126a – 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 ~~State~~s 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 126~~express their intention to make use of their exit right before the general meeting or, in cases where the approval of the general meeting is not required, within ~~two~~one 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.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 13

Directive (EU) 2017/1132
Article 126a – paragraph 6

6. 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 month~~15 days of the acceptance of the offer. The court shall be assisted by an expert to recalculate the cash compensation.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 13

Directive (EU) 2017 / 1132
Article 126 b – paragraph 2

2. Member States shall ensure that creditors of the merging companies whose claims originate before the cross-border merger who are dissatisfied with the protection of their interests as provided for in the common draft terms of the cross- border merger, as provided for in Article 122(1)(n), may apply to the appropriate administrative or judicial authority for adequate safeguards within one month of the disclosure referred to in Article 123.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 13

Directive (EU) 2017/1132
Article 126b – paragraph 3 – point b

(b) where creditors are offered a right to payment, either against a third party guarantor, or against the company resulting from the merger of at least ~~equivalent~~the actualised value tof their original claim, which may be brought in the same jurisdiction as was their original claim, and which is of a credit quality at least commensurate with the creditor’s original claim immediately after the completion of the merger.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS, Francis ZAMMIT DIMECH

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160d – paragraph 3

3. The Member State of the company being divided shall ensure that the competent authority shall not authorise the division when it determines, after an examination of the specific case and having regard to all relevant facts and circumstances, that it constitutes an artificial arrangement aimed at obtaining undue tax advantages or at unduly prejudicing the legal or contractual rights of employees, creditors or members.deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160g – title

Article 160g Report of the management or administrative organ to the members and to the employees

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160g – paragraph 1

1. The management or administrative organ of the company being divided shall draw up a report explaining and justifying the legal and economic aspects of the cross-border division, as well as the implications of the merger for employees.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160g – paragraph 2 – point e a (new)

(e a) (f) the implications of the cross- border division on the future business of the recipient companies and, in the case of a partial division, also of the company being divided and on the management's strategic plan;

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160g – paragraph 2 – point e b (new)

(e b) (g) the implications of the cross- border division on the safeguarding of the employment relationships;

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160g – paragraph 2 – point e c (new)

(e c) (h) any material change in the conditions of employment and the locations of the companies’ places of business;

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160g – paragraph 2 – point e d (new)

(e d) (j) whether the factors set out in points(f), (g) and (h) also relate to any subsidiaries of the company being divided.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160g– paragraph 3

3. The report referred to in paragraph 1 of this Article shall be made available, at least electronically, to the members of the company being divided, and to the representatives of the employees of the company carrying out the merger 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 160k. That report shall also be made similarly available to the representatives of the employees of the company being divided or, where there are no such representatives, to the employees themselves.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160g – paragraph 3 a (new)

3 a. Where the management or administrative organ of the company being divided receives, in good time, an opinion from the representatives of their 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.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Article 160g

Article 160g – paragraph 4

4. However, the report referred to in paragraph 1, shall not be required where allt least two thirds of the members of the company being divided have agreed to waive this document.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160g – paragraph 4 a (new)

4 a. Where the management or administrative organ of the company being divided receives, in good time, an opinion from the representatives of their 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.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160g – paragraph 4 b (new)

4 b. However, where the company being divided and all of their 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.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160g – paragraph 4 c (new)

4 c. Paragraphs 1 to 5 are without prejudice to the applicable information and consultation rights and proceedings instituted at national level following the implementation of Directives2001/23/EC, 2002/14/EC or 2009/38/EC.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160h – title

~~Article 160h Report of the management or administrative organ to the employees~~deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20 Directive (EU) 2017/1132

~~1. The management or administrative organ of the company being divided shall draw up a report explaining the implications of the cross-border division for employees.~~deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160h – paragraph 2

2. The report referred to in paragraph 1 shall in particular explain the following: (a) the implications of the cross-border division on the future business of the recipient companies and, in the case of a partial division, also of the company being divided and on the management's strategic plan; (b) the implications of the cross-border division on the safeguarding of the employment relationships; (c) any material change in the conditions of employment and the locations of the companies’ places of business; (d) whether the factors set out in points (a), (b) and (c) also relate to any subsidiaries of the company being divided.deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160h – paragraph 3

3. The report referred to in paragraph 1 shall be made available, at least electronically, to the representatives of the employees of the company being divided 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 160k. The report shall also be made similarly available to the members of the company being divided.deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160h – paragraph 4

4. Where the management or administrative organ of the company being divided receives, in good time, an opinion from the representatives of their 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.deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160h – paragraph 5

5. However, where the company being divided and all of their 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.deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160h – paragraph 6

6. Paragraphs 1 to 5 are without prejudice to the applicable information and consultation rights and proceedings instituted at national level following the implementation of Directives 2001/23/EC, 2002/14/EC or 2009/38/EC.deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160i – paragraph 1 – subparagraph 1

Member States ~~shall ensur~~may decide that ~~the~~a company ~~being divided applies to the competent authorit~~shall apply, designated in accordance with Article 160o(1), not less than two months before the date of the general meeting referred to in Article 160k, to appoint an expert to examine and assess the draft terms of cross-border division and the reports referred to in Articles 160g ~~and 160h~~, subject to the proviso set out in paragraph 6 of this Article.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160i – paragraph 3 – point f

(f) a description of all factual elements necessary for the competent authority designated in accordance with Article 160o(1), to carry out an in-depth assessment to determine whether the intended cross-border division constitutes an artificial arrangement in accordance with Article 160p, at a minimum the following: the characteristics of the establishments in the Member States concerned of the recipient companies, including the intent, the sector, the investment, the net turnover and profit or loss, number of employees, the composition of the balance sheet, the tax residence, the assets and their location, the habitual place of work of the employees and of specific groups of employees, the place where social contributions are due and the commercial risks assumed by the company being divided in the Member States of the recipient companies.deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160i – paragraph 6

~~6. Member States shall exempt micro and small enterprises as defined in Commission Recommendation 2003/361/EC (**) from the provisions of this Article.~~deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160l – paragraph 1– point a

(a) the members holding shares with voting rights ~~and~~, who ~~did not vote for~~at the general meeting voted against the approval of the draft terms of the cross- border division and voiced their intent to make use of the exit right;

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160l – paragraph 1– point b

(b) the members holding shares without voting rights, who voiced their intent to make use of the exit right at the general meeting.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160l – paragraph 5

5. Member States shall provide that any member who has accepted the offer of cash compensation referred to in paragraph 3, but who considers that the compensation has not been adequately set, is entitled to demand the recalculation of the cash compensation offered before a national court within ~~one month~~15 days of the acceptance of the offer.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160m – paragraph 2

2. Member States shall ensure that creditors, whose rights predate the cross- border division plan, and, who are dissatisfied with the protection of their interests provided for in the draft terms of the cross-border division, as provided for in Article 160e, may apply to the appropriate administrative or judicial authority for adequate safeguards within one month of the disclosure referred to in Article 160j.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160m – paragraph 3 – point b

(b) where creditors are offered a right to payment, either against a third party guarantor, or against the recipient companies, or in case of a partial division against the recipient company and a company being divided, of at least equivalent value to their original claim, which may be brought in the same jurisdiction as their original claim, and which is of a credit quality at least commensurate with the creditor’s original claim ~~immediately after the completion of the division~~.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160n – paragraph 4

4. When regulating the principles and procedures referred to in paragraph 3, Member States: (a) shall confer on the special negotiating body the right to decide, by a majority of two thirds of its members representing at least two thirds of the employees, not to open negotiations or to terminate negotiations already opened and to rely on the rules on participation in force in the Member States of each of the recipient companies; (b) may, in the case where, following prior negotiations, standard rules for participation apply and notwithstanding such rules, decide to limit the proportion of employee representatives in the administrative organ of the recipient companies. However, if in the company being divided the employee representatives constituted at least one third of the administrative or supervisory board, the limitation may never result in a lower proportion of employee representatives in the administrative organ than one third; (c) shall ensure that the rules on participation that applied prior to the cross-border division continue to apply until the date of application of any subsequently agreed rules or in the absence of agreed rules until the application of default rules in accordance with point (a) of Part 3 of the Annex.deleted

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160o – paragraph 1

1. Member States shall designate the national court, notary or other authority competent to scrutinise the legality of the cross-border divisions as regards the part of the procedure which is governed by the law of the Member State of the company being divided, and to issue a pre-division certificate attesting compliance with all relevant conditions, and the proper completion of all procedures and formalities in that Member State.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160p – paragraph 1 – subparagraph 1

Member States ~~shall~~may ensure ~~in order to assess whether the cross-border division constitutes an artificial arrangement within the meaning of Article 160d(3) of this Directive,~~, that the competent authority of the company being divided ~~shall~~ carry out an in-depth assessment of all relevant facts and circumstances ~~and~~, if there are strong, objective suspicions that the company is conducting the cross- border division in order to avoid or breach the law of its Member State. An in-depth assessment shall take into account at a minimum the following: the characteristics of the establishment in the Member States concerned, including the intent, the sector, the investment, the net turnover and profit or loss, number of employees, the composition of the balance sheet, the tax residence, the assets and their location, the habitual place of work of the employees and of specific groups of employees, the place where social contributions are due and the commercial risks assumed by the company being divided in the Member State of that company and Member States of recipient companies.

2018/09/25
Committee: JURI

Luis de GRANDES PASCUAL, Axel VOSS

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160r – paragraph 1

Member States shall designate anthe court, notary or other authority competent to scrutinise the legality of the cross-border divisions as regards that part of the procedure which concerns the completion of the cross-border division governed by the law of the Member States of the recipient companies and to approve the cross-border division where it complies with all the relevant conditions and all the procedures and formalities in that Member State have been properly completed.

2018/09/25
Committee: JURI

Activities of Luis de GRANDES PASCUAL related to 2018/0114(COD)

Plenary speeches (1)

Shadow reports (1)

Amendments (91)

ParlTrack - 2011-2024