[ParlTrack]

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

Proposal for a directive
Recital 19

(19) In order to ensure that employee participation is not unduly prejudiced as a result of the cross-border conversion, where the company carrying out the cross- border conversion is operating under an employee participation system in the departure Member State, the company should be obliged to take a legal form allowing for the exercise of such participation, including through the presence of representatives of the employees in the appropriate management or supervisory organt is a fundamental principle and stated aim of this Directive to secure employees' involvement -rights. In order to reflect the cross-border nature of ~~the~~a compan~~y in the destination Member State. Moreover, in such a case, a bona fide negotiation between the company and its employees should take place, along the lines of the procedure provided~~ ies' conversion, merger or division, national information and consultation rights must be secured. Therefore, in Directive 2001/86/EC, with a view to finding an amicable solution reconciling the right of the company to carry out a cross-border conversion with the employees' rights of participation. As a result of those negotiations, either a bespoke and agreed solution or, in the absence of an agreement, the application of standard rules as set out in the Annex to Directive 2001/86/EC should apply, mutatis mutandis. In order to protect either the agreed solution or the application of those standard rules, the company should not be able to remove the participation rights through carrying out subsequent domestic or cross-border conversion, merger or division within three yearsthe company resulting from the cross-border conversion and merger at least the same level of all elements of employee involvement rights should continue to apply.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

Proposal for a directive
Recital 19 a (new)

(19a) The great diversity of rules and practices existing in the Member States as regards the manner in which employees' representatives are involved in decision- making within companies should be respected and acknowledged.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

Proposal for a directive
Recital 19 b (new)

(19b) Information and consultation procedures at national and transnational level should nevertheless be ensured in all companies resulting from the cross- border conversion or merger.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

Proposal for a directive
Recital 19 c (new)

(19c) In order to ensure that employee participation is not prejudiced as a result of the cross-border conversion, where the company carrying out the cross-border conversion is operating under an employee participation system in the departure Member State, the company should be obliged to take a legal form allowing for the continued exercise of such participation, including through the presence of representatives of the employees in the appropriate management or supervisory organ of the company in the destination Member State. Moreover, in such a case, a bona fide negotiation between the company and its employees should take place, along the lines of the procedure provided for in Directive 2001/86/EC, with a view to secure employees’ national and transnational information and consultation as well as participation rights As a result of those negotiations, either a bespoke and agreed solution or, in the absence of an agreement, the application of standard rules as set out in the Annex to Directive 2001/86/EC should apply, mutatis mutandis. A company should inform its workforce about the results of those negotiations or the application of standard rules as set out in the Annex to Directive 2001/86/EC. In order to protect either the agreed solution or the application of those standard rules, the company should not be able to remove or lower the participation rights through carrying out subsequent domestic or cross-border conversion, merger or division within 10 years.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Evelyn REGNER

Proposal for a directive
Recital 44

(44) In order to provide information its employees, the company being divided should prepare a report explaining the implications of the proposed cross-border division for employees. The report should explain in particular the implications of the proposed cross-border division on the safeguarding of the jobs of the employees, whether there would be any material change in the conditions of employment and the locations of the companies’ places of business, and how each of these factors would relate to any subsidiaries of the company. The provision of the report should be without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of Directives 2001/23/EC, 2002/14/EC or 2009/38/EC.deleted

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Evelyn REGNER

Proposal for a directive
Recital 55

(55) In order to ensure that employee participation is not unduly prejudiced as a result of the cross-border division where the company carrying out the cross- border division is operating under an employee participation system, the companies resulting from the division should be obliged to take a legal form allowing for the exercise of participation, including through the presence of representatives of the employees in the appropriate management or supervisory organs of the companies. Moreover, in such a case, a bona fide negotiation between the company and its employees should take place, along the lines of the procedure provided for in Directive 2001/86/EC, with a view to finding an amicable solution reconciling the right of the company to carry out a cross-border division with the employees'' rights of participation. As a result of those negotiations, either a bespoke and agreed solution or, in the absence of an agreement, the application of standard rules as set out in the Annex to Directive 2001/86/EC should apply mutatis mutandis. In order to protect either the agreed solution or the application of those standard rules, the company should not be able to remove the participation rights through carrying out subsequent domestic or cross-border conversions, mergers or divisions within 3 years.deleted

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Evelyn REGNER

Proposal for a directive
Recital 56

(56) In order to prevent the circumvention of the employee participation rights by means of a cross- border division, the company carrying out a division which is registered in the Member State which provides for the employee participation rights, should not be able to perform a cross-border division without first entering into negotiations with its employees or their representatives when the average number of employees employed by that company is equivalent to four fifths of the national threshold for triggering such employee participation.deleted

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

Proposal for a directive
Article 1 – paragraph 1 – point 1 a (new)

Directive (EU) 2017/1132
Article 1 a (new)

(-1) in Title I, Chapter I, the following Article 1a is inserted: “Article 1a Definitions For the purposes of this Directive: (1) "employees' representatives" means the employees' representatives provided for by Union and national law and/or practice; (2) "involvement of employees" means any mechanism, including information, consultation and participation, through which employees' representatives may exercise an influence on decisions to be taken within the company; (3) "information" means the informing of the representative of the employees and/or employees' representatives by the competent organ of the company on questions which concern the company itself and any of its subsidiaries or establishments situated in another Member State or which exceed the powers of the decision-making organs in a single Member State at a time, in a manner and with a content which allows the employees' representatives to undertake an in-depth assessment of the possible impact and, where appropriate, prepare consultations with the competent organ of the company; (4) "consultation" means the establishment of dialogue and exchange of views between the body representative of the employees and/or the employees' representatives and the competent organ of the company, at a time, in a manner and with a content which allows the employees' representatives, on the basis of information provided, to express an opinion on measures envisaged by the competent organ which may be taken into account in the decision-making process within the company; (5) "participation" means the influence of the body representative of the employees and/or the employees' representatives in the affairs of a company by way of: the right to elect or appoint some of the members of the company's supervisory or administrative organ, or the right to recommend and/or oppose the appointment of some or all of the members of the company's supervisory or administrative organ; (6) “artificial arrangement’ means a company structure set up for abusive purposes or, improperly or fraudulently taking advantage of provisions of Union and national law, such as through the circumvention of legal and contractual rights of employees, creditors', or minority shareholders', avoidance of rules on employee involvement, social security payments or tax obligations normally due on profits generated, through for example through a fictitious establishment or a company with delegated management not carrying out any substantive economic activity supported by staff, equipment, assets and premises, in particular in the case of a ‘letterbox’ or ‘front’ company;

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

Directive (EU) 2017/1132
Article 86 d – paragraph 1 – introductory part

1. The management or administrative organ, including employee board level representatives, of the company which intends to carry out a cross-border conversion shall draw up the draft terms of a cross-border conversion. The draft terms of a cross-border conversion. If the company is subject to board level employee representation, this board shall be included into the decision on the draft terms in accordance with national law and practice. The draft terms of a cross- border conversion shall include at least the following:

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

Directive (EU) 2017/1132
Article 86 d – paragraph 1 a (new)

1a. Before the management or administrative organ decides on the draft terms of a cross-border conversion, the European Works Council and the representatives of the employees of the company carrying out the cross-border conversion or, where there are no such representatives, the employees themselves and the trade unions represented should be informed and consulted on the proposed transfer in accordance with Article 4 of Directive 2002/14/EC1a. __________________ 1a Directive 2002/14/EC of the European Parliament and of the Council of 11 March 2002 establishing a general framework for informing and consulting employees in the European Community - Joint declaration of the European Parliament, the Council and the Commission on employee representation, OJ L 80, 23.3.2002, p. 29–34.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

(aa) the reasons of the cross-border conversion

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

(aa) the reasons of the cross-border conversion;

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

(b) the implications of the cross-border conversion on ~~the safeguarding of~~ employment relationships and employee involvement, as well as measures to be taken in order to safeguard them;

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

(c) any material changes in the conditions of employment, including through collective agreements, and in the location of the company’s places of business;

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

(d) whether the factors set out in points (a), (b) and (c) also relate to any subsidiaries, branches or controlled undertakings according to Article 3 of Directive 2009/38/EC of the company.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

Directive (EU) 2017/1132
Article 86 f – paragraph 2 – point d a (new)

(da) information on the procedures by which arrangements for the information, consultation and participation rights of employees in the resulting converted company are determined in accordance with the provisions of this directive;

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

Directive (EU) 2017/1132
Article 86 f – paragraph 2 – point d b (new)

(db) the implications of the cross- border conversion on the future business of the company and on the managements strategic plan;

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

3. The report referred to in paragraph 1 of this Article, shall be made available, at least electronically, to the European Works Council and 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 trade unions represented in the company, as well as to the members of the company carrying out the cross- border conversion.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

3a. The European Works Councils, where applicable, the national employee' representation bodies and the trade unions represented in the company shall have appropriate resources to conduct a thorough analysis on the report.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

4. ~~Where t~~The management or administrative organ of the company carrying out the cross-border conversion re~~ceives, in good time,~~quests to submit an opinion from the representatives of their employees within one month or, where there are no such representatives, from the employees themselves, as provided for under national law~~, t~~. The members shall be informed thereof and that opinion shall be appended to that report.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

4a. The executive management or the administrative organ of the company which intends to carry out the cross- border conversion, shall provide a motivated response on the opinion provided by employee before the date of the general meeting referred to in Article 86i.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

Directive (EU) 2017/1132
Article 86 h a (new)

After Article 86h, the following Article 86ha is inserted: Article 86ha Approval by the employees After taking note of the reports referred to in Articles 86e, 86f and 86g, the representatives of the employees of the company carrying out the cross-border conversion or, if there are no representatives, the employees themselves, shall decide, by simple majority, whether to approve the draft terms of the cross- border conversion. In case the representatives of the employees or, where applicable, the employees themselves, reject the draft terms, the general meeting of the company shall not proceed to vote on the resolution referred to in Article 86i.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

Article 86l Employee information, consultation and participation

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

Directive (EU) 2017/1132
Article 86 l a (new)

After Article 86l the following Article 86la is inserted: Article 86l a (new) Collective agreements Following the cross-border conversion, the company carrying out the cross- border conversion shall continue to observe the terms and conditions agreed in any collective agreements on the same terms applicable to the company before the conversion under such agreements, until the date of termination or expiry of the collective agreement or the entry into force or application of another collective agreement.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

-1. Where the management or administrative organs of the participating companies draw up a plan to carry out a conversion, they shall as soon as possible after publishing the draft terms of conversion take the necessary steps, including providing information about the identity of the participating companies, concerned subsidiaries or establishments, and the number of their employees, to start negotiations with the representatives of the companies' employees on arrangements for the involvement of employees in the company or companies resulting from the conversion.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

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 fifth~~two thirds of the applicable threshold, laid down in the law of the departure Member State, which triggers the participation of employees 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:

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

(a) provide for at least the same level and elements of employee participation as operated in the company prior to the conversion, measured by reference to the proportion of employee representatives amongst the members of the administrative or supervisory organ or their committees or of the management group which covers the profit units of the company, subject to employee representation; or

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

Directive (EU) 2017/1132
Article 86l – paragraph 3 – introductory part

3. IThe information, consultation and participation of employees in the converted company and their involvement in the definition of such rights and in the cases referred to in paragraph 2 of this Article, the participation of employees in the converted company and their involvement in the definition of such rights shall be regulated by the Member States, mutatis mutandis and subject to paragraphs 4 to 7 of this Article, in accordance with the principles and procedures laid down in Article 12(2), (3) and (4) of Regulation (EC) No 2157/2001 and the following provisions of Directive 2001/86/EC:

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

(b) Article 4(1), Article 4(2)(a), (b), (c), (d), (e), (g) and (h), Article 4(3) and Article 4(4);

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

(g) Part 1, part 2 and point (a) of Part 3 of the Annex.

2018/10/01
Committee: EMPL

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

Proposal for a directive
Article 1 – paragraph 1 – point -1 (new)

Directive (EU) 2017/1132
Article 1 a (new):

(-1) the following Article 1a (new) is inserted: Definitions For the purposes of this Directive: (1) 'limited liability company' in Title II Chapter I and Chapter II referred to as "company", means (a) a company of a type listed in Annex II; (b) in Title II Chapter II a company with share capital and having legal personality, possessing separate assets which alone serve to cover its debts and that is subject, under the national law governing it, to conditions concerning guarantees such as are provided for by Section 2 of Chapter II of Title I and Section 1 of Chapter III of Title I for the protection of the interests of members and others; (2) 'cross-border conversion' means an operation whereby a company, without being dissolved, wound up or going into liquidation, converts the legal form under which it is registered in a departure Member State into a legal form of a company of a destination Member State and transfers at least its registered office into the destination Member State whilst retaining its legal personality; (3) 'departure Member State' means a Member State in which a company is registered in its legal form prior to the cross-border conversion; (4) 'destination Member State' means a Member State in which a company shall be registered as a result of the cross- border conversion; (5) 'register' means the central, commercial or companies register referred to in Article 16(1); (6) 'converted company' means the newly formed company in the destination Member State from the date upon which the cross-border conversion takes effect; (7) ‘merger by acquisition’ in Title II Chapter I shall mean the operation whereby one or more companies are wound up without going into liquidation and transfer to another all their assets and liabilities in exchange for the issue to the shareholders of the company or companies being acquired of shares in the acquiring company and a cash payment, if any, not exceeding 10 % of the nominal value of the shares so issued or, where they have no nominal value, of their accounting par value. A Member State's laws may provide that merger by acquisition may also be effected where one or more of the companies being acquired is in liquidation, provided that this option is restricted to companies which have not yet begun to distribute their assets to their shareholders; (8) ‘merger by the formation of a new company’ in Title II Chapter I shall mean the operation whereby several companies are wound up without going into liquidation and transfer to a company that they set up all their assets and liabilities in exchange for the issue to their shareholders of shares in the new company and a cash payment, if any, not exceeding 10 % of the nominal value of the shares so issued or, where they have no nominal value, of their accounting par value. A Member State's laws may provide that merger by the formation of a new company may also be effected where one or more of the companies which are ceasing to exist is in liquidation, provided that this option is restricted to companies which have not yet begun to distribute their assets to their shareholders; (9) ‘merger’ in Title II Chapter II means an operation whereby: (a) one or more companies, on being dissolved without going into liquidation, transfer all their assets and liabilities to another existing company, the acquiring company, in exchange for the issue to their members of securities or shares representing the capital of that other company and, if applicable, a cash payment not exceeding 10 % of the nominal value, or, in the absence of a nominal value, of the accounting par value of those securities or shares; or (b) two or more companies, on being dissolved without going into liquidation, transfer all their assets and liabilities to a company that they form, the new company, in exchange for the issue to their members of securities or shares representing the capital of that new company and, if applicable, a cash payment not exceeding 10 % of the nominal value, or in the absence of a nominal value, of the accounting par value of those securities or shares; or (c) a company, on being dissolved without going into liquidation, transfers all its assets and liabilities to the company holding all the securities or shares representing its capital; (9) "employees' representatives" means the employees' representatives provided for by Union and national law and/or practice; (10) "involvement of employees" means any mechanism, including information, consultation and participation, through which employees' representatives may exercise an influence on decisions to be taken within the company; (11) "information" means the informing of the representative of the employees and/or employees' representatives by the competent organ of the company on questions which concern the company itself and any of its subsidiaries or establishments situated in another Member State or which exceed the powers of the decision-making organs in a single Member State at a time, in a manner and with a content which allows the employees' representatives to undertake an in-depth assessment of the possible impact and, where appropriate, prepare consultations with the competent organ of the company; (12) "consultation" means the establishment of dialogue and exchange of views between the body representative of the employees and/or the employees' representatives and the competent organ of the company, at a time, in a manner and with a content which allows the employees' representatives, on the basis of information provided, to express an opinion on measures envisaged by the competent organ which may be taken into account in the decision-making process within the company; (13) "participation" means the influence of the body representative of the employees and/or the employees' representatives in the affairs of a company by way of: the right to elect or appoint some of the members of the company's supervisory or administrative organ, or the right to recommend and/or oppose the appointment of some or all of the members of the company's supervisory or administrative organ; (14) "artificial arrangement" means a company structure set up for abusive purposes or, improperly or fraudulently taking advantage of provisions of Union and national law, such as through the circumvention of legal and contractual rights of employees, creditors', or minority shareholders', avoidance of rules on employee involvement, social security payments or tax obligations normally due on profits generated, through for example through a fictitious establishment or a company with delegated management not carrying out any substantive economic activity supported by staff, equipment, assets and premises, in particular in the case of a ‘letterbox’ or ‘front’ company; (15) "Delegated management" means management of a company delegated to directors, officers or legal representatives either hired from an independent third party through a service contractor hired through and monitored by an independent party through a service contract.

2018/09/25
Committee: JURI

Sergio Gaetano COFFERATI, Evelyn REGNER, Jytte GUTELAND, Evelyne GEBHARDT

Proposal for a directive
Article 1 – paragraph 1 – point 1 a (new)

Directive (EU) 2017/1132
Article 1 a (new)

(1a) After Article 1, the following Article 1a (new) is inserted: Article 1a Procedures for cross-border company restructuring The measures laid down in this Directive shall constitute the only legally admissible procedures for cross-border company restructuring. Cross-border company restructuring measures beyond those defined in points (2) and (9) of Article 1b (new) are not permitted.

2018/09/25
Committee: JURI

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

4. When regulating the principles and procedures referred to in paragraph 3, Member States: shall ensure that the rules on 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.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

(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;deleted

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

(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 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;deleted

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

(c) shall ensure that the rules on 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

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

5. The extension of participation rights to employees of the converted company employed in other Member States, referred to in point (b) of paragraph 2, shall not entail any obligation for Member States which choose to do so to take those employees into account when calculating the size of workforce thresholds giving rise to participation rights under national law.deleted

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

Directive (EU) 2017/1132
Article 86l – 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 also in the event of any subsequent cross-border or domestic merger, division or conversion for a period of t~~hre~~en years after the cross- border conversion has taken effect, by applying mutatis mutandis the rules laid down in paragraphs 1 to 63.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Edouard MARTIN, Evelyn REGNER

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

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

7a. Member States shall ensure, in accordance with Article 6 of Directive 2002/14/EC1a that employee’s representatives, when carrying out their functions, enjoy adequate protection and guarantees to enable them to perform properly the duties which have been assigned to them. __________________ 1a Directive 2002/14/EC of the European Parliament and of the Council of 11 March 2002 establishing a general framework for informing and consulting employees in the European Community - Joint declaration of the European Parliament, the Council and the Commission on employee representation, OJ L 80, 23.3.2002, p. 29–34

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

Directive (EU) 2017/1132
Article 86l – paragraph 8 a (new)

8a. Member States shall provide for appropriate measures in the event of non- compliance with the provisions in this Article by the converting company. In particular, they shall ensure that adequate administrative or judicial procedures are available to enable the obligations deriving from this Article to be enforced.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

Directive (EU) 2017/1132
Article 86l – paragraph 8 b (new)

8b. Member States shall also provide for adequate sanctions to be applicable in the event of infringement of this Article by the converting company. These sanctions must be effective, proportionate and dissuasive.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

Directive (EU) 2017/1132
Article 86l – paragraph 8 c (new)

8c. As soon as following the applicability of Art. 86l (3) in the first case referred to in paragraph 2, a threshold of the departure member state is exceeded new negotiations need to be initiated according to the following provisions of this article. Different from Art. 86l (5) the standard rules refer to the level of employee participation that would be legally foreseen for the company in the country of origin above the threshold if the company had not undergone the cross-border conversion.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

Directive (EU) 2017/1132
Article 86m – paragraph 5 – point b

(b) all comments and opinions submitted by interested parties in accordance with Article 86h (1), particularly the opinion referred in Article 86 f (4);

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

(da) the arrangements made for the exercise of the rights of creditors, members and employees, in particular whether (i) a European works council exists and how the necessary information and consultation procedures have been applied, (ii) employee board level representation rights have been considered (or are not applicable) and (iii) where applicable, a special negotiating body has been formed and (iv) where applicable, the standard rules have been applied.

2018/10/01
Committee: EMPL

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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

Directive (EU) 2017/1132
Article 86 d – paragraph 1– introductory part

1. The management or administrative organ, including employee board level representatives, of the company which intends to carry out a cross-border conversion shall draw up the draft terms of a cross-border conversion. The draft terms of a cross- border conversion shall include at least the following:

2018/09/25
Committee: JURI

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

Proposal for a directive
Article 1 – paragraph 1 – point 7 – point -a

Directive (EU) 2017/1132
Article 122 – introductory part

(-a) the introductory part is replaced by the following: “The management or administrative organ including employee board level representatives, of each of the merging companies shall draw up the common draft terms of a cross-border merger. The common draft terms of a cross-border merger shall include at least the following particulars:”

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

Proposal for a directive
Article 1 – paragraph 1 – point 7 – point -a a (new)

Directive (EU) 2017/1132
Article 122 – point (a a) (new)

(-aa) after point (a) the following point is added: (aa) detailed information about the transfer of the head office of the company to the destination Member State, in case it is not already located there;

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

Directive (EU) 2017/1132
Article 123 – paragraph 3 – point c

(c) an indication, for each of the merging companies, of the arrangements made for the exercise of the rights of creditors, ~~employees and members~~members and employees, in particular whether (i) a European works council exists and how the necessary information and consultation procedures have been applied, (ii)employee board level representation rights have been considered (or are not applicable) and (iii) where applicable, a special negotiating body has been formed and (iv)where applicable, the standard rules have been applied;

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

(b) the implications of the cross-border merger on ~~the safeguarding of the~~ employment relationships and employee involvement, as well as measures to be taken in order to safeguard them;

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

(c) any material changes in the conditions of employment, including through collective agreements, and in the locations of the companies’ places of business;

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

(ca) information on the procedures by which arrangements for the information, consultation and participation rights of employees in the resulting company following the cross-border merger, in accordance with the provisions of this Directive;

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

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

(d) whether the factors set out in points (a), (b), (c) and (ca) also relate to any branches or subsidiaries of the merging companies.

2018/10/01
Committee: EMPL

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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

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

(-a) the reasons of the cross-border conversion;

2018/09/25
Committee: JURI

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

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

Directive (EU) 2017/1132
Article 124a – paragraph 3 – subparagraph 1

The report referred to in paragraph 1 of this Article, shall be made available, at least electronically, to the European Works Council, 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 trade unions represented as well as to the members of each of the merging companies.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

Proposal for a directive
Article 1 – paragraph 1 – point 11 a (new)

Directive (EU) 2017/1132
Article 125a (new)

(11a) After Article 125 the following Article 125a is inserted: Article 125a Approval by the employees After taking note of the reports referred to in Articles 124, 124a and 125, the representatives of the employees of each merging company or, if there are no representatives, the employees themselves, shall decide, by simple majority, whether to approve the draft terms of the cross- border merger. In case the representatives of the employees or, where applicable, the employees themselves, of at least one of the merging companies reject the draft terms, the general meeting of the merging companies shall not proceed to vote on the resolution referred to in Article 126.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

Proposal for a directive
Article 1 – paragraph 1 – point 18

Directive (EU) 2017/1132
Article 133

(18) Article 133 is amended as follows: (a) paragraph 7 is replaced by the following: "7. Where the company resulting from the cross-border merger 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 mergers, divisions or conversions for a period of three years after the cross-border merger has taken effect, by applying mutatis mutandis the rules laid down in paragraphs 1 to 6."; (b) the following paragraph 8 is added: "8. A company shall communicate to its employees whether it chooses to apply standard rules for participation referred to in point (h) of paragraph 3 or whether it enters into negotiations within the special negotiating body. In the latter case the company shall communicate to its employees the outcome of the negotiations without undue delay."; (-a) The title is replaced by the following: Employee information, consultation and participation” (-aa) the following paragraph - 1 is added: “- 1. Where the management or administrative organs of the participating companies draw up a plan to carry out a merger, they shall as soon as possible after publishing the draft terms of mergers take the necessary steps, including providing information about the identity of the participating companies, concerned subsidiaries or establishments, and the number of their employees, to start negotiations with the representatives of the companies' employees on arrangements for the involvement of employees in the company or companies resulting from the merger.” (-ab) in paragraph 2, the introductory part is replaced by the following: “2. However, the rules in force concerning employee participation, if any, in the Member State where the company resulting from the cross-border merger has its registered office shall not apply, where at least one of the merging companies has, in the six months prior to the publication of the draft terms of the cross-border merger as referred to in Article 123, an average number of employees equivalent two thirds of the applicable threshold, laid down in the law of the departure Member State, which triggers the participation of and is operating under an employee participation system within the meaning of point (k) of Article 2 of Directive 2001/86/EC1a, or where the national law applicable to the company resulting from the cross-border merger does not.”; (-ac) in paragraph 3, point (a) is replaced by the following: “(a) Article 3(1), (2)(a), (i), 2 (b) and (3), the first indent of the first subparagraph of Article 3(4), the second subparagraph of Article 3(4) and Article 3(5), the third subparagraph of Article 3 (6) and Article 3 (7);” (-ad) in paragraph 3, point (b) is replaced by the following: “(b) Article 4(1),Article 4(2)(a), (g) and (h) and Article 4(3) and Article 4 (4);” (-ae) in paragraph 3, point (e) is replaced by the following: “(e) the first subparagraph of Article 7 (1);” (-af) in paragraph 3, point (f) is replaced by the following: “(f) Articles 8, 9, 10 and 12;” (-ag) in paragraph 3, point (h) is replaced by the following: “(h) Annex.”; (-ah) paragraph 4 is replaced by the following: “4. When regulating the principles and procedures referred to in paragraph 3, Member States shall ensure that the rules on employee participation that applied prior to the cross-border merger 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.”; (a) paragraph 7 is replaced by the following: "7. Where the company resulting from the cross-border merger 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 mergers, divisions or conversions for a period of ten years after the cross-border merger has taken effect, by applying mutatis mutandis the rules laid down in paragraphs 1 to 6."; (b) the following paragraph 8 is added: "8. A company shall communicate to its employees whether it chooses to apply standard rules for participation referred to in point (h) of paragraph 3 or whether it enters into negotiations within the special negotiating body. In the latter case the company shall communicate to its employees the outcome of the negotiations without undue delay."; (ba) the following paragraph 9 is added: “9. Member States shall provide for appropriate measures in the event of non- compliance with the provisions in this Article by the company resulting from the cross-border merger. In particular, they shall ensure that adequate administrative or judicial procedures are available to enable the obligations deriving from this Article to be enforced.”; (bb) the following paragraph 10 is added: “10. Member States shall also provide for adequate sanctions to be applicable in the event of infringement of this Article by the company resulting of the cross-border merger. These sanctions must be effective, proportionate and dissuasive.”; (bc) the following paragraph 11 is added: “11. As soon as following the applicability of Article 86l (3) in the first case referred to in paragraph 2, a threshold of the departure Member State is exceeded, new negotiations need to be initiated according to This Article. Different from Article 86l (5) the standard rules refer to the level of employee participation that would be legally foreseen for the company in the country of origin above the threshold if the company had not undergone the cross-border merger.”; __________________ 1a Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees, OJ L 294, 10.11.2001, p. 22–32.

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Georgi PIRINSKI, Edouard MARTIN, Evelyn REGNER

Proposal for a directive
Article 1 – paragraph 1 – point 19 a (new)

Directive (EU) 2017/1132
Article 134a (new)

(19a) After Article 133 the following Article 134a is inserted: “Article 134a Collective agreements Following the cross-border merger, the company resulting from the cross-border merger shall continue to observe the terms and conditions agreed in any collective agreements on the same terms applicable to the merging companies before the cross-border merger, until the date of termination or expiry of the collective agreement or the entry into force or application of another collective agreement.”;

2018/10/01
Committee: EMPL

Michael DETJEN, Elena GENTILE, Agnes JONGERIUS, Edouard MARTIN, Evelyn REGNER

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

Directive (EU) 2017/1132
Chapter IV

~~(20) [...]~~deleted

2018/10/01
Committee: EMPL

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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

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

(-a) the reasons of the cross-border conversion;

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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

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

(d) whether the factors set out in points (a), (b) and (c) also relate to any subsidiaries, branches or controlled undertakings according to Article 3 of the Directive 2009/38/EC of the company.

2018/09/25
Committee: JURI

Evelyn REGNER, Jytte GUTELAND, Sergio Gaetano COFFERATI

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

Directive (EU) 2017/1132
Article 86 f – paragraph 3 a (new)

3a. The European Works Councils, where applicable, the national employee' representation bodies and the trade unions represented in the company shall have appropriate resources to conduct a thorough analysis on the report.

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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

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

4a. The executive management or the administrative organ of the company which intends to carry out the cross- border conversion, shall provide a motivated response on the opinion provided by employee before the date of the general meeting referred to in Article 86i.

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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~~both the draft terms and the reports as well as the information submitted by the company carrying out the cross-border conversion;

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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

Directive (EU) 2017/1132
Article 86 h – paragraph 4 – subparagraph 2

However, Member States may, in ~~cases of genuine suspicion of fraud based on reasonable grounds~~justified exceptional cases of overriding reasons of public interest, require a physical presence before any competent authority, or before any other person or body dealing with, making or assisting in making the online disclosure.

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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

Directive (EU) 2017/1132
Article 86 h – paragraph 4 – subparagraph 2 a (new)

Member States shall lay down detailed rules for the online disclosure of documents and information referred to in paragraphs 1 and 3. Article 13f paragraphs 3 and 4 shall apply accordingly.

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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

Member States shall ensure that a company carrying out a cross-border conversion makes an offer of adequate compensation in the draft terms of the cross-border conversion as specified in the Article 86d(1)(i) to the members, referred to in paragraph 1 of this Article, who wish to exercise their right to dispose of their shareholdings. Member States shall also establish the period for the acceptance of the offer, which shall not in any event exceed one month after the general meeting referred to in Article 86i. ~~Member States shall further ensure that the company is able to accept an offer communicated electronically to an address provided by the company for that purpose.~~

2018/09/25
Committee: JURI

Sergio Gaetano COFFERATI, Evelyn REGNER, Jytte GUTELAND, Evelyne GEBHARDT

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

Directive (EU) 2017/1132
Article 86 l a (new)

After Article 86l the following Article 86la (new) is inserted: Article 86la Collective agreements Following the cross-border conversion, the company carrying out the cross- border conversion shall continue to observe the terms and conditions agreed in any collective agreements on the same terms applicable to the company before the conversion under such agreements, until the date of termination or expiry of the collective agreement or the entry into force or application of another collective agreement.

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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

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

3. IThe information, consultation and participation of employees in the converted company and their involvement in the definition of such rights and in the cases referred to in paragraph 2 of this Article, the participation of employees in the converted company and their involvement in the definition of such rights shall be regulated by the Member States, mutatis mutandis and subject to paragraphs 4 to 7 of this Article, in accordance with the principles and procedures laid down in Article 12(2), ~~(3)~~ and (4) of Regulation (EC) No 2157/2001 and the following provisions of Directive 2001/86/EC:

2018/09/25
Committee: JURI

Sergio Gaetano COFFERATI, Evelyn REGNER, Jytte GUTELAND, Evelyne GEBHARDT

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

Directive (EU) 2017/1132
Article 86 l – paragraph 3 – point e

(e) ~~the first subparagraph of~~ Article 7(1);

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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

Directive (EU) 2017/1132
Article 86 m – paragraph 3 – subparagraph 2

However, in cases of genuine suspicion of fraud based on reasonable grounds Member States may require a physical presence before a competent authority where relevant information and documents are required to be submittedMember States shall lay down detailed rules for the online application referred to in paragraph 2. Article 86h paragraph 4 subparagraph 2 and Article 13f paragraph 3 and 4 shall apply accordingly.

2018/09/25
Committee: JURI

Evelyn REGNER, Jytte GUTELAND, Sergio Gaetano COFFERATI

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

Directive (EU) 2017/1132
Article 86 m – paragraph 5 – point b

(b) all comments and opinions submitted by interested parties in accordance with Article 86h (1), particularly the opinion referred in Article 86 f (4);

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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

However, in cases of genuine suspicion of fraud based on reasonable grounds, Member States may require a physical presence before a competent authority of a Member State where relevant information and documents are required to be submittedMember States shall lay down detailed rules for the online application referred to in paragraph 1. Article 86h paragraph 4 subparagraph 2 and Article 13f paragraph 3 and 4 shall apply accordingly.

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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

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

2. Member States shall ensure that at least the following information shall be entered in their registers in a clear and timely manner, which are made publically available and accessible free of charge by means of the system referred to in Article 22:

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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

Directive (EU) 2017/1132
Article 86 q – paragraph 2 – point d a (new)

(da) (e) the arrangements made for the exercise of the rights of creditors, members and employees, in particular whether (i) a European works council exists and how the necessary information and consultation procedures have been applied, (ii) employee board level representation rights have been considered (or are not applicable) and (iii) where applicable, a special negotiating body has been formed and (iv) where applicable, the standard rules have been applied.

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

Proposal for a directive
Article 1 – paragraph 1 – point 7 – point -a (new)

(-a) In Article 122, the introductory part is replaced by the following: The management or administrative organ including employee board level representatives, of each of the merging companies shall draw up the common draft terms of a cross-border merger. The common draft terms of a cross-border merger shall include at least the following particulars:

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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

Directive (EU) 2017/1132
Article 123 – paragraph 2 – subparagraph 1

Member States may exempt merging companies from the requirement referred to in paragraph 1 where, for a continuous period beginning at least one month before the date fixed for the general meeting which is to decide on the common draft terms of the cross-border merger and ending not earlier than the conclusion of that meeting, those companies make the common draft terms of cross-border merger available on their websites free of charge.deleted

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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

Directive (EU) 2017/1132
Article 123 – paragraph 2 – subparagraph 2

However, Member States shall not subject that exemption to any requirements or constraints other than those which are necessary in order to ensure the security of the website and the authenticity of the documents unless and only to the extent that they are proportionate in order to achieve those objectives.deleted

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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

Directive (EU) 2017/1132
Article 123 – paragraph 3

3. ~~Where merging companies disclose the common draft terms of the cross-border merger in accordance with paragraph 2 of this Article,~~Member States shall also ensure that at least the following information shall be disclosed, free of charge, at least one month before the date of the general meeting which is to decide thereon in the respective national registers referred to in Article 16:

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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

Directive (EU) 2017/1132
Article 123 – paragraph 3 – point c

(c) an indication, for each of the merging companies, of the arrangements made for the exercise of the rights of creditors, ~~employees and members;~~ members and employees, in particular whether (i) a European works council exists and how the necessary information and consultation procedures have been applied, (ii)employee board level representation rights have been considered (or are not applicable) and (iii) where applicable, a special negotiating body has been formed and (iv) where applicable, the standard rules have been applied;

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

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

Directive (EU) 2017/1132
Article 123 – paragraph 4 – subparagraph 2

~~However,~~ Member States ~~may, in cases of genuine suspicion of fraud based on reasonable grounds, require a physical presence before a competent authorit~~shall lay down detailed rules for the online disclosure of documents and information referred to in paragraphs 1 and 3. Article 86h paragraph 4 subparagraph 2 and Article 13f paragraph 3 and 4 shall apply accordingly.

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

Proposal for a directive
Article 1 – paragraph 1 – point 13 Directive (EU) 2017/1132

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 126 or, in cases where the approval of the general meeting is not required, within two 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

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

Proposal for a directive
Article 1 – paragraph 1 – point 14 – point –a (new)

Directive (EU) 2017/1132
Article 127 – paragraph 1

(-a) paragraph 1 is replaced by the following: 1.Each Member State shall designate the court, notary or other authority competent to scrutinise the legality of the cross- border merger as regards that part of the procedure which concerns each merging company subject to its national law and the provisions of this Directive. Member States shall ensure that the competent authorities do not authorise the cross- border merger 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. This examination shall be carried out by the competent authorities in accordance with the procedure in Article 86 g, mutatis mutandis. The companies carrying out the cross- border merger shall demonstrate on the basis of ascertainable objective factors, the actual establishment and the pursuit of genuine economic activity in the destination Member State for an indefinite period. The companies carrying out the cross-border merger shall be presumed to have an actual establishment and to pursue genuine economic activity in the destination Member State where it can demonstrate that it has a fixed establishment in that State, which has the objective appearance of permanency, has a management body and is materially equipped to negotiate business with third parties so that the latter do not have to deal directly with the parent body, which is abroad, but may transact business at the place of business constituting the establishment of the acquiring company.

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

Proposal for a directive
Article 1 – paragraph 1 – point 14 – point a

Directive (EU) 2017/1132
Article 127 – paragraph 1 – subparagraph 2

However, in cases of genuine suspicion of fraud based on reasonable grounds Member States may require a physical presence before a competent authority where relevant information and documents are required to be submitted.;Member States shall lay down detailed rules for the online application referred to in subparagraph 2. Article 86h paragraph 4 subparagraph 2 and Article 13f paragraph 3 and 4 shall apply accordingly.

2018/09/25
Committee: JURI

Evelyn REGNER, Sergio Gaetano COFFERATI, Jytte GUTELAND

Proposal for a directive
Article 1 – paragraph 1 – point 15 – point b

Directive (EU) 2017/1132
Article 128 – paragraph 3 – subparagraph 2

~~However,~~ Member States may take measures in cases of genuine suspicion of fraud based on reasonable grounds which could require a physical presence before a competent authority of a Member State in which the relevant information and documents are required to be submittedshall lay down detailed rules for the online application referred to in paragraph 1. Article 86h paragraph 4 subparagraph 2 and Article 13f paragraph 3 and 4 shall apply accordingly.

2018/09/25
Committee: JURI

Sergio Gaetano COFFERATI, Evelyn REGNER, Jytte GUTELAND, Evelyne GEBHARDT

Proposal for a directive
Article 1 – paragraph 1 – point 18 – point a a (new)

Directive (EU) 2017/1132
Article 133 – paragraph 3 – point (e)

(a a) Point (e) of paragraph 3 is amended as follows: (e) Article 7(1);

2018/09/25
Committee: JURI

Sergio Gaetano COFFERATI, Evelyn REGNER, Jytte GUTELAND, Evelyne GEBHARDT

Proposal for a directive
Article 1 – paragraph 1 – point 19 a (new)

Directive (EU) 2017/1132
Article 134a (new)

(19 a) After Article 133 the following Article 134a (new) is inserted: Article 134a Collective agreements following the cross- border merger, the company resulting from the cross-border merger shall continue to observe the terms and conditions agreed in any collective agreements on the same terms applicable to the merging companies before the cross-border merger, until the date of termination or expiry of the collective agreement or the entry into force or application of another collective agreement.

2018/09/25
Committee: JURI

Activities of Evelyn REGNER related to 2018/0114(COD)

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