7 Amendments of Carlo CASINI related to 2008/0130(CNS)
Amendment 124 #
Proposal for a regulation
Article 16 – paragraph 1
Article 16 – paragraph 1
1. Subject to Article 27, a decision introducing or amending a restriction on or prohibition of the transfer of shares may be adopted only with the consent of all shareholders affected by the restriction or prohibition in questionby a qualified majority.
Amendment 132 #
Proposal for a regulation
Article 17 – paragraph -1 a (new)
Article 17 – paragraph -1 a (new)
-1a. The Statute may set out specific grounds justifying the expulsion of a shareholder.
Amendment 133 #
Proposal for a regulation
Article 17 – paragraph 1
Article 17 – paragraph 1
1. OIn the bcasise of a resolution of the shareholders and on an application by the SPEdispute, the competent court may order the expulsion of a shareholder if on the hbas caused serious harm to the SPE's interest or the continuais of a resolution of the shareholder as a member of the SPE is detrimental to its proper operation. An application to the court shall be made within 60 calendar days of the resolution of the shareholdersnd on an application by the SPE.
Amendment 134 #
Proposal for a regulation
Article 18 – paragraph 1
Article 18 – paragraph 1
1. A shareholder shall have tThe right tof withdraw from the SPE if the activities of the SPE are being or have been conducted in a mannal shall be exercisable by shareholders which causes serious harm to the interests of the shareholder as a result of one or more of the following events: (a) the SPE has been deprived of a significant part of its assets; (b) the registered officeo do not subscribe to resolutions concerning: (a) operations which deprive the SPE of a significant part of its assets; (b) operations which bring about a substantial change in the activities of the SPE has been; (c) transferred to another Member State; (c) the activities of the SPE have changed substantially; (d) no dividend has been distributedal of the registered office of the SPE to another Member State; (d) non-distribution of dividends for at least 3 years, even though the SPE'’s financial position would have permitted such distribution. The Statute may provide for additional grounds for withdrawal.
Amendment 149 #
Proposal for a regulation
Article 20 – paragraph 1 a (new)
Article 20 – paragraph 1 a (new)
1a. The reimbursement of shareholder financing of the company shall be subordinated to the satisfaction of other creditors’ claims and, where such reimbursement has been made in the year preceding the company’s filing for bankruptcy, it must be repaid. For the purposes of this article, ‘shareholder financing of the company’ shall mean the amounts paid at times when, taking into account the SPE’s activities, there is an excessive imbalance between its debts and its assets.
Amendment 160 #
Proposal for a regulation
Article 31 – paragraph 4
Article 31 – paragraph 4
4. AThe director of the SPE shall be liable to the company for any act or omission in breach of his duties deriving from this Regulation, the articles of association of the SPE or a resolution of shareholders which causes loss or damage to the SPE. Where such breach has been commits shall be jointly and severally liable in respect of the company for any prejudice to the SPE deriving from a failure to fulfil the duties incumbent on them under this Regulation, the SPE Statute or a resolution of shareholders. That liability shall not extend by more than one director, all directors concerned shall be jointly and severally liableto directors who can demonstrate their blamelessness and who had made their disagreement known.
Amendment 181 #
Proposal for a regulation
Article 42 a (new)
Article 42 a (new)
Article 42a Arbitration clause 1. The Statute may, in the form of an arbitration clause, provide for the referral to arbitrators of any disputes arising between shareholders, or between shareholders and the SPE, concerning its corporate relations. The Statute may also provide that the clause cover disputes with the directors. In that case, the clause shall be binding on the directors upon their acceptance of the post. 2. Within the meaning of Article 27, any amendment of the constituent act, introducing or removing the arbitration clause, must be approved by shareholders representing at least two-thirds of the share capital.