BETA

Activities of Axel VOSS related to 2018/0114(COD)

Legal basis opinions (0)

Amendments (125)

Amendment 109 #
(7) The right to convert an existing company formed in a Member State into a company governed by another Member State may in certain circumstances be used for abusive purposes such as for the circumvention of labour standards, social security payments, tax obligations, creditors', minority shareholders' rights or rules on employees participation. In order to combat such possible abuses, a general principle of Union law, Member States are required to ensure that companies do not use the cross-border conversion procedure in order to create artificial arrangements aimed at obtaining undue tax advantages or at unduly prejudicing the legal or contractual rights of employees, creditors or members. In so far as it constitutes a derogation from a fundamental freedom, the fight against abuses must be interpreted strictly and be based on With the aim of preventing the possibility of such abuses in the field of taxation, and taking into account ECJ case-law on freedom of establishment and the OECD BEPS recommendations, legislation has already been adopted at EU level to combat tax avoidance practices, such as Directive (EU) 2016/1164 of 12 June 2016 laying down rules against tax avoidance practices that directly affect the functioning of the internal market. In the event of cross- border conversion, Member States must ensure that a company individual assessment of all relevant circumstances. A procedural and substantive framework which describes the margin of discretion and allows for the diversity of approach by Member States whilst at the same time setting out the requirements to streamline the actions to be taken by national authorities to fight abuses in conformity with Union law should be laid downtending to undertake such a conversion complies with these rules. In addition, in order to ensure that the legal or contractual rights of employees, creditors or members are not undermined, further appropriate safeguards are necessary.
2018/09/11
Committee: ECON
Amendment 201 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) No 2017/1132
Article 86 c
Article 86c Conditions relating to cross-border conversionsdeleted
2018/09/11
Committee: ECON
Amendment 202 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) No 2017/1132
Article 86 c a (new)
Article 86ca Compliance with rules against tax avoidance practices Member States shall ensure that a company that intends to make a cross- border conversion complies with the national rules implementing Directive (EU) No 2016/1164.
2018/09/11
Committee: ECON
Amendment 221 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) No 2017/1132
Article 86 e – title
Article 86e Report of the management or administrative organ to the members and employees
2018/09/11
Committee: ECON
Amendment 224 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) No 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;
2018/09/11
Committee: ECON
Amendment 225 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) No 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;
2018/09/11
Committee: ECON
Amendment 226 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) No 2017/1132
Article 86 e – paragraph 2 – point c (new)
(cc) how the factors set out in points (a), (d) and (e) relate to any subsidiaries of the company.
2018/09/11
Committee: ECON
Amendment 228 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) No 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 not less thand two months before the date of the general meeting referred to in Article 86i. That report shall also be made similarly availablhe representatives of the employees of the company or, where there are tno thesuch representatives of, to the employees of the company carrying out the cross-border conversion or, where there are no such representatives, to the employees themselvesthemselves, not less than one month before the date of the general meeting referred to in Article 86i.
2018/09/11
Committee: ECON
Amendment 230 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) No 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.
2018/09/11
Committee: ECON
Amendment 234 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) No 2017/1132
Article 86 e – paragraph 4
4. However, that report shall not be required where all the members of the company carrying out the cross-border conversion have agreed to waive this requirementWhere all the members of the company carrying out the cross-border conversion have agreed to waive the requirement for this report, it only needs to pertain to the factors listed in paragraph 2(a), (d), (e) and (f) and to be made 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.
2018/09/11
Committee: ECON
Amendment 235 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) No 2017/1132
Article 86 e – paragraph 4 a (new)
4a. 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 may be limited to the factors listed in paragraph 2(a), (b) and (c).
2018/09/11
Committee: ECON
Amendment 236 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) No 2017/1132
Article 86 e – paragraph 4 b (new)
4b. 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.
2018/09/11
Committee: ECON
Amendment 253 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) No 2017/1132
Article 86 g – paragraph 3 – introductory part
3. The expert shall draw up a written report providing at least:which includes an examination of the report made available under Article 86e and the draft terms of conversion.
2018/09/11
Committee: ECON
Amendment 255 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) No 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
2018/09/11
Committee: ECON
Amendment 257 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) No 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
2018/09/11
Committee: ECON
Amendment 268 #
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
Amendment 269 #
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
Amendment 272 #
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
Amendment 279 #
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
Amendment 312 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) No 2017/1132
Article 86 m – paragraph 7 – point c
(c) where the competent authority has serious concerns that the cross-border conversion constitutes an artificial arrangement referred to in Article 86c(3), it may decide to carry out an in-depth assessment in accordance with Article 86n and shall inform the company about its decision to conduct such an assessment and of the subsequent outcome.deleted
2018/09/11
Committee: ECON
Amendment 314 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) No 2017/1132
Article 86 n
Article 86n In-depth assessmentdeleted
2018/09/11
Committee: ECON
Amendment 318 #
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
Amendment 321 #
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
Amendment 326 #
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
Amendment 327 #
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
Amendment 330 #
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
Amendment 334 #
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
Amendment 337 #
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
Amendment 342 #
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
Amendment 344 #
Proposal for a directive
Article 1 – paragraph 1 – point 6 a (new)
Directive (EU) No 2017/1132
Article 121 a (new)
(6 a) the following Article 121a is inserted: "Article 121a Compliance with rules against tax avoidance practices Member States shall ensure that a company that intends to make a cross- border merger complies with the national rules implementing Directive (EU) 2016/1164."
2018/09/11
Committee: ECON
Amendment 349 #
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
Amendment 352 #
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
Amendment 353 #
Proposal for a directive
Article 1 – paragraph 1 – point 9
Directive (EU) No 2017/1132
Article 124 – title
Article 124 Report of the management or administrative organ to the members and employees
2018/09/11
Committee: ECON
Amendment 354 #
Proposal for a directive
Article 1 – paragraph 1 – point 9
Directive (EU) No 2017/1132
Article 124 – paragraph 2 – point e a (new)
(e a) the implications of the cross- border merger on the safeguarding of the employment relationships;
2018/09/11
Committee: ECON
Amendment 355 #
Proposal for a directive
Article 1 – paragraph 1 – point 9
Directive (EU) No 2017/1132
Article 124 – paragraph 2 – point e b (new)
(e b) any material change in the conditions of employment and the locations of the companies’ places of business;
2018/09/11
Committee: ECON
Amendment 355 #
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
Amendment 356 #
(e c) how the factors set out in points (a), (f) and (g) also relate to any subsidiaries of the merging companies.
2018/09/11
Committee: ECON
Amendment 357 #
Proposal for a directive
Article 1 – paragraph 1 – point 9
Directive (EU) No 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 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 toand 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. 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.
2018/09/11
Committee: ECON
Amendment 357 #
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 employeesdeleted
2018/09/25
Committee: JURI
Amendment 359 #
Proposal for a directive
Article 1 – paragraph 1 – point 9
Directive (EU) No 2017/1132
Article 124 – paragraph 3 a (new)
3 a. 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.
2018/09/11
Committee: ECON
Amendment 360 #
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
Amendment 362 #
Proposal for a directive
Article 1 – paragraph 1 – point 9
Directive (EU) No 2017/1132
Article 124 – paragraph 4
4. However, the report referrWhere all the members of the merging companies have agreed to waive the requirement for this report, it only needs to in paragraph 1, shall not be required wpertain to the factors listed in paragraph 2(a), (d), (e) and (f) and to be made available to the re all the memberpresentatives of the employees of the merging companies havor, where there agreed to waive this requirement no such representatives, to the employees themselves.
2018/09/11
Committee: ECON
Amendment 363 #
Proposal for a directive
Article 1 – paragraph 1 – point 9
Directive (EU) No 2017/1132
Article 124 – paragraph 4 a (new)
4 a. 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 may be limited to the factors listed in paragraph 2(a), (f) and (g).
2018/09/11
Committee: ECON
Amendment 363 #
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 conversiondeleted the implications onf the future business of the company andcross- 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
Amendment 364 #
Proposal for a directive
Article 1 – paragraph 1 – point 9
Directive (EU) No 2017/1132
Article 124 – paragraph 4 b (new)
4 b. 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.
2018/09/11
Committee: ECON
Amendment 388 #
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
Amendment 396 #
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
Amendment 400 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Directive (EU) No 2017/1132
Article 160 d a (new)
Article 160da Compliance with rules against tax avoidance practices Member States shall ensure that a company that intends to make a cross- border division complies with the national rules implementing Directive (EU) 2016/1164.
2018/09/11
Committee: ECON
Amendment 403 #
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
Amendment 407 #
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
Amendment 414 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Directive (EU) No 2017/1132
Article 160 g – title
Article 160g Report of the management or administrative organ to the members and employees
2018/09/11
Committee: ECON
Amendment 414 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 g – paragraph 1
Member States shall ensurmay decide that thea company carrying out the cross-border conversionshall appliesy 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
Amendment 417 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Directive (EU) No 2017/1132
Article 160 g – paragraph 2 – point e a (new)
(e a) the implications of the cross- border division on the safeguarding of the employment relationships;
2018/09/11
Committee: ECON
Amendment 418 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Directive (EU) No 2017/1132
Article 160 g – paragraph 2 – point e b (new)
(e b) any material change in the conditions of employment and the locations of the companies’ places of business;
2018/09/11
Committee: ECON
Amendment 419 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Directive (EU) No 2017/1132
Article 160 g – paragraph 2 – point e c (new)
(e c) how the factors set out in points (a), (f) and (g) also relate to any subsidiaries of the company being divided.
2018/09/11
Committee: ECON
Amendment 421 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Directive (EU) No 2017/1132
Article 160 g – 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 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 toand the representatives of the employees of the company being divided 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 160k.
2018/09/11
Committee: ECON
Amendment 422 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Directive (EU) No 2017/1132
Article 160 g – 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.
2018/09/11
Committee: ECON
Amendment 425 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Directive (EU) No 2017/1132
Article 160 g – paragraph 4
4. However, the report referred to in paragraph 1, shall not be required wWhere all the members of the company undergoing the cross-border division have agreed to waive the requirement for this report, it only needs to pertain to the factors listed in paragraph 2(a), (f), (g) and (h) and to be made available to the re all the members of the company being divided havpresentatives of the employees of the company or, where there agreed to waive this document no such representatives, to the employees themselves.
2018/09/11
Committee: ECON
Amendment 426 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Directive (EU) No 2017/1132
Article 160 g – paragraph 4 a (new)
4 a. However, where a company being divided and all of its subsidiaries, if any, have no employees other than those who form part of the management or administrative organ, the report may be limited to the factors listed in paragraph 2(a), (f), (g) and (h).
2018/09/11
Committee: ECON
Amendment 427 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Directive (EU) No 2017/1132
Article 160 g – paragraph 4 b (new)
4 b. 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.
2018/09/11
Committee: ECON
Amendment 431 #
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
Amendment 435 #
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
Amendment 438 #
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
Amendment 456 #
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
Amendment 468 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 j – paragraph 1
1. Member States shall ensurmay 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
Amendment 470 #
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 forwho 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
Amendment 472 #
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
Amendment 478 #
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 month15 days of the acceptance of the offer.
2018/09/25
Committee: JURI
Amendment 480 #
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
Amendment 481 #
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 equivalentthe 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
Amendment 486 #
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 ththat exceeds 500 and is operating under an employee participation of employeessystem 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
Amendment 498 #
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
Amendment 510 #
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 threone 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
Amendment 513 #
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
Amendment 521 #
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
Amendment 532 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 n – paragraph 1 – subparagraph 1
Member States shallmay 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
Amendment 540 #
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
Amendment 585 #
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
Amendment 587 #
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
Amendment 588 #
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
Amendment 589 #
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
Amendment 594 #
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 companiesand 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
Amendment 598 #
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
Amendment 601 #
Proposal for a directive
Article 1 – paragraph 1 – point 9
Directive (EU) 2017/1132
Article 124 – paragraph 4
4. However, the reportinformation 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
Amendment 602 #
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
Amendment 604 #
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
Amendment 605 #
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
Amendment 635 #
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 notwho 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
Amendment 636 #
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
Amendment 640 #
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 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 126express 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 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.
2018/09/25
Committee: JURI
Amendment 642 #
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 month15 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
Amendment 643 #
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
Amendment 644 #
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 equivalentthe 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
Amendment 673 #
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
Amendment 691 #
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
Amendment 693 #
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
Amendment 696 #
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
Amendment 697 #
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
Amendment 698 #
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
Amendment 699 #
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
Amendment 704 #
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
Amendment 708 #
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
Amendment 713 #
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
Amendment 714 #
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
Amendment 716 #
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
Amendment 717 #
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
Amendment 719 #
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 employeesdeleted
2018/09/25
Committee: JURI
Amendment 720 #
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
Amendment 723 #
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
Amendment 737 #
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
Amendment 741 #
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
Amendment 744 #
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
Amendment 748 #
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
Amendment 751 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Directive (EU) 2017/1132
Article 160i – paragraph 1 – subparagraph 1
Member States shall ensurmay decide that thea company being divided applies to the competent authoritshall 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
Amendment 759 #
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
Amendment 766 #
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
Amendment 772 #
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 forat 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
Amendment 773 #
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
Amendment 776 #
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 month15 days of the acceptance of the offer.
2018/09/25
Committee: JURI
Amendment 777 #
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
Amendment 778 #
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
Amendment 790 #
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
Amendment 797 #
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
Amendment 801 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Directive (EU) 2017/1132
Article 160p – paragraph 1 – subparagraph 1
Member States shallmay 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
Amendment 806 #
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