{"change_dates":[],"dossier":{"amendments":[{"authors":"Ieke van den Burg","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-13","location":[["Proposal for a directive \u2013 amending act","Recital 6"]],"meps":[4483],"meta":{"created":"2020-01-20T00:06:22"},"new":["(6) An independent expert report as","provided for under Directive 77/91/EEC is","often not needed where an expert report","has to be drawn up also under the rules of","Directive 78/855/EEC and the Sixth","Council Directive 82/891/EEC of 17","December 1982 based on Article 54 (3) (g)","of the Treaty, concerning the division of","public limited liability companies. Member","States should therefore have the possibility","to dispense companies from the reporting","requirement under the Second Directive in","these cases or to provide that both reports","may be established by the same expert.","Any modification should be without","prejudice to the systems of protection of","the interests of creditors of the companies","involved as well as to any rules aimed at","ensuring the provision of information to","the employees of the companies involved."],"old":["(6) An independent expert report as","provided for under Directive 77/91/EEC is","often not needed where an expert report","has to be drawn up also under the rules of","Directive 78/855/EEC and the Sixth","Council Directive 82/891/EEC of 17","December 1982 based on Article 54 (3) (g)","of the Treaty, concerning the division of","public limited liability companies. Member","States should therefore have the possibility","to dispense companies from the reporting","requirement under the Second Directive in","these cases or to provide that both reports","may be established by the same expert."],"orig_lang":"en","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"13","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":"Renate Weber","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-14","justification":" This amendment aims at supplementing the original AM 3 in the draft report by adding a\n provision allowing Member States to provide for the solutions to temporary disruptions to the\n website and central electronic platform.","location":[["Proposal for a directive \u2013 amending act","Article 1 \u2013 point 2"],["Directive 78/855/EEC","Article 6"]],"meps":[39713],"meta":{"created":"2020-01-20T00:06:22"},"new":["In Article 6, the following paragraphs","shall be added:","\"Such publication shall not be required","from a company if, for a continuous period","beginning at least one month before the","day fixed for the general meeting which is","to decide on the draft terms of merger, it","makes available the draft terms of such","merger on its Internet site. Where a","company makes use of this possibility it","shall publish a reference that gives access","to that Internet site on the central electronic","platform referred to in Article 3(4) of","Directive 68/151/EEC. That reference shall","include the date of the publication of the","draft terms of merger on the Internet site.","Member States may determine the","consequences of temporary disruption of","access to the Internet site and temporary","disruption of the central electronic","platform, caused by technical or other","factors.","Access to the Internet site via the central","electronic platform shall be free of","charge.\""],"old":["In Article 6, the following paragraph is","added:","Such publication shall not be required from","","a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of merger","on its own or on any other Internet site.","Where a company makes use of this","possibility it shall publish a reference that","gives access to that Internet site on the","central electronic platform referred to in","Article 3(4) of Directive 68/151/EEC. That","reference shall include the date of the","publication of the draft terms of merger on","the Internet site.\""],"orig_lang":"en","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"14","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":" Pervenche Ber\u00e8s","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-15","justification":"La mise en oeuvre de la plate-forme \u00e9lectronique centrale est pr\u00e9vue dans le \"premier paquet\nsimplification\" et notamment \u00e0 l'article 3 de la 1\u00e8re directive 68/151/CEE. Le Parlement\neurop\u00e9en dans sa r\u00e9solution du 19 novembre 2008 a adopt\u00e9 en premi\u00e8re lecture une position\nclaire permettant la coexistence de cette plate-forme avec des obligations additionnelles de\npublication dans le respect notamment des traditions juridiques diverses d'information du\npublic et de l'acc\u00e8s in\u00e9galitaire au r\u00e9seau interne au sein de l'Union europ\u00e9enne.\nL\u2019amendement d\u00e9pos\u00e9 vise \u00e0 assurer la coh\u00e9rence entre la position adopt\u00e9e par le Parlement\neurop\u00e9en le 19 novembre 2008 et le texte ci-vis\u00e9.","location":[[" Proposal for a directive \u2013 amending act","Article 1 \u2013 point 2"],[" Directive 78/855/CEE","Article 6 \u2013 point 2"]],"meps":[1985],"meta":{"created":"2020-01-20T00:06:23"},"new":["Such publication shall not be required from","a company if, for a continuous period","beginning at least one month before the","day fixed for the general meeting, it makes","available the draft terms of merger on its","own or on any other Internet site. Where a","company makes use of this possibility it","shall publish a reference that gives access","to that Internet site on the central electronic","platform referred to in Article 3 of","Directive 68/151/EEC, without prejudice","to other existing forms of publication","which Member States may maintain","providing they are clearly defined and","based on objective conditions. That","reference shall include the date of the","publication of the draft terms of merger on","the Internet site.\""],"old":["Such publication shall not be required from","a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","","makes available the draft terms of merger","on its own or on any other Internet site.","Where a company makes use of this","possibility it shall publish a reference that","gives access to that Internet site on the","central electronic platform referred to in","Article 3(4) of Directive 68/151/EEC. That","reference shall include the date of the","publication of the draft terms of merger on","the Internet site.\""],"orig_lang":"FR","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"15","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":"Jacques Toubon, Jean-Paul Gauz\u00e8s, Georgios Papastamkos","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-16","justification":" This amendment aims to ensure that this directive does not enter in contradiction with the\n position which will be taken in Article 3 of Directive 68/151/EEC. Indeed, the European\n Parliament took a position in its resolution of 19 November 2008 adopted in 1rst reading\n which allows the coexistence of the central electronic platform with additional obligation of\n publications.","location":[["Proposal for a directive \u2013 amending act","Article 1 \u2013 point 2"],["Directive 78/855/EEC","Article 6"]],"meps":[28198,28193,28572],"meta":{"created":"2020-01-20T00:06:23"},"new":["\"A company may, for a continuous period","beginning at least one month before the","day fixed for the general meeting which is","to decide on the draft terms of merger,","also make available the draft terms of such","merger on its Internet site. Where a","company makes use of this possibility it","shall publish a reference that gives access","to that Internet site in accordance with","Article 3 of Directive 68/151/EEC. That","reference shall include the date of the","publication of the draft terms of merger on","the Internet site.\""],"old":["Such publication shall not be required","from a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of merger","on its own or on any other Internet site.","Where a company makes use of this","","","possibility it shall publish a reference that","gives access to that Internet site on the","central electronic platform referred to in","Article 3(4) of Directive 68/151/EEC. That","reference shall include the date of the","publication of the draft terms of merger on","the Internet site.\""],"orig_lang":"en","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"16","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":" Janelly Fourtou, Marielle De Sarnez","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-17","justification":"La mise en \u0153uvre de la plate-forme \u00e9lectronique centrale est pr\u00e9vue dans le \"premier paquet\nsimplification\" et notamment \u00e0 l'article 3, paragraphe 4, de la 1\u00e8re directive 68/151/CEE.\nCette directive fait l'objet d'une proc\u00e9dure l\u00e9gislative qui n'est toujours pas achev\u00e9e.\nCependant, le Parlement europ\u00e9en dans sa r\u00e9solution du 19 novembre 2008 a adopt\u00e9 en\npremi\u00e8re lecture une position claire permettant la coexistence de cette plate-forme avec des\nobligations additionnelles de publication dans le respect notamment des traditions juridiques\ndiverses d'information du public et de l'acc\u00e8s in\u00e9galitaire au r\u00e9seau interne au sein de\nl'Union europ\u00e9enne.","location":[[" Proposal for a directive \u2013 amending act","Article 1 \u2013 point 2"],[" Directive 78/855/EEC","Article 6 \u2013 point 2"]],"meps":[4336,4335],"meta":{"created":"2020-01-20T00:06:24"},"new":["Such publication shall not be required from","a company if, for a continuous period","beginning at least one month before the","day fixed for the general meeting, it makes","available the draft terms of merger on its","own or on any other Internet site. Where a","company makes use of this possibility it","shall publish a reference that gives access","to that Internet site on the central electronic","platform referred to in Article 3(4) of","Directive 68/151/EEC, without prejudice","to additional publication arrangements","which may be required by Member States.","That reference shall include the date of the","publication of the draft terms of merger on","the Internet site.\""],"old":["Such publication shall not be required from","a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of merger","on its own or on any other Internet site.","Where a company makes use of this","possibility it shall publish a reference that","gives access to that Internet site on the","central electronic platform referred to in","Article 3(4) of Directive 68/151/EEC. That","reference shall include the date of the","publication of the draft terms of merger on","the Internet site.\""],"orig_lang":"fr","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"17","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":"Renate Weber","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-18","justification":" This amendment aims at supplementing the original AM 6 in the draft report by adding a\n provision allowing Member States to provide for the solutions to temporary disruptions to the\n website.","location":[["Proposal for a directive \u2013 amending act","Article 1 \u2013 point 5 (c)"],["Directive 78/855/EEC","Paragraph 4"]],"meps":[39713],"meta":{"created":"2020-01-20T00:06:24"},"new":["\"4. A company shall not be required to","make the documents referred to in","paragraph 1 available at its registered","office if, for a continuous period beginning","at least one month before the day fixed for","the general meeting which is to decide on","the draft terms of merger, it makes them","available on its Internet site. Where a","company avails itself of this possibility,","the Internet site shall permit the","downloading and saving of an electronic","copy of those documents, throughout the","period referred to in this paragraph.","Member States may determine the","consequences of temporary disruption of","access to the Internet site caused by","technical or other factors.","This paragraph shall be without prejudice","to paragraph 3.\""],"old":["\"4. A company shall not be required to","make the documents referred to in","paragraph 1 available at its registered","office if, for a continuous period beginning","not later than one month before the day","fixed for the general meeting, it makes","them available on its Internet site.","Paragraph 3 shall not apply if the Internet","site gives shareholders the possibility to","save an electronic copy of the documents","referred to in paragraph 1, throughout the","period referred to in paragraph 1.\""],"orig_lang":"en","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"18","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":" Jacques Toubon","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-19","justification":" Cet amendement permet de maintenir la version actuellement en vigueur du texte de la 3\u00e8me\n directive 78/855/CEE relatif au r\u00e9gime optionnel de la proc\u00e9dure simplifi\u00e9e dans les cas de\n fusion r\u00e9alis\u00e9e par une soci\u00e9t\u00e9 m\u00e8re d\u00e9tenant une filiale \u00e0 100 % ou de 90 \u00e0 99%. Cette\n proc\u00e9dure simplifi\u00e9e dispense d'obtenir l'approbation de l'assembl\u00e9e g\u00e9n\u00e9rale de chacune des\n soci\u00e9t\u00e9s qui fusionnent. La coordination exig\u00e9e par les dispositions de l'article 44 g) du Trait\u00e9\n n'\u00e9tant pas synonyme d'harmonisation, il convient au nom du respect de la diversit\u00e9 des\n traditions juridiques de ne pas imposer aux Etats membres qui ne la souhaitent pas cette\n proc\u00e9dure simplifi\u00e9e.","location":[[" Proposal for a directive \u2013 amending act","Article 1 \u2013 point 9 (a)"],[" Directive 78/855/CEE","Article 25 \u2013 introductory part"]],"meps":[28198],"meta":{"created":"2020-01-20T00:06:24"},"new":["deleted"],"old":["(a) The introductory phrase is replaced by","the following:","\"Member States shall not require","approval of a merger pursuant to Article","24 by the general meeting if the following","conditions are fulfilled:\""],"orig_lang":"fr","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"19","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":" Janelly Fourtou, Marielle De Sarnez","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-20","justification":"Cet amendement permet de maintenir la version actuellement en vigueur du texte de la 3\u00e8me\ndirective 78/855/CEE relatif au r\u00e9gime optionnel de la proc\u00e9dure simplifi\u00e9e dans les cas de\nfusion r\u00e9alis\u00e9e par une soci\u00e9t\u00e9 m\u00e8re d\u00e9tenant une filiale \u00e0 100 % ou de 90 \u00e0 99%. Cette\nproc\u00e9dure simplifi\u00e9e dispense d'obtenir l'approbation de l'assembl\u00e9e g\u00e9n\u00e9rale de chacune des\nsoci\u00e9t\u00e9s qui fusionnent. La coordination exig\u00e9e par les dispositions de l'article 44 g) du Trait\u00e9\nn'\u00e9tant pas synonyme d'harmonisation, il convient au nom du respect de la diversit\u00e9 des\ntraditions juridiques de ne pas imposer aux Etats membres qui ne la souhaitent pas cette\nproc\u00e9dure simplifi\u00e9e.","location":[[" Proposal for a directive \u2013 amending act","Article 1 \u2013 point 9 (a)"],[" Directive 78/855/CEE","Article 25 \u2013 introductory part"]],"meps":[4336,4335],"meta":{"created":"2020-01-20T00:06:24"},"new":["deleted"],"old":["(a) The introductory phrase is replaced by","the following:","\"Member States shall not require","approval of a merger pursuant to Article","24 by the general meeting if the following","conditions are fulfilled:\""],"orig_lang":"fr","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"20","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":"Klaus-Heiner Lehne","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-21","location":[["Proposal for a directive \u2013 amending act","Article 1 \u2013 point 10"],["Directive 78/855/EEC","Articles 26 and 27"]],"meps":[2224],"meta":{"created":"2020-01-20T00:06:24"},"new":["10. Article 27 is replaced by the following:","Article 26","Article 27 Article 27","In cases of merger where one or more","companies are acquired by another","company which holds 90 % or more, but","not all, of the shares and other securities of","each of those companies the holding of","which confers the right to vote at general","meetings, the Member States shall not","require approval of the merger by the","general meeting of the acquiring company","if the conditions set out in Article 8 (a), (b)","and (c) are fulfilled.\""],"old":["10. Articles 26 and 27 are replaced by the","following:","\"Articles 24 and 25 shall apply to","operations whereby one or more","companies are wound up without going","into liquidation and transfer all their","assets and liabilities to another company,","if all the shares and other securities","specified in Article 24 of the company or","companies being acquired are held by the","","acquiring company and/or by persons","holding those shares and securities in","their own names but on behalf of that","company.","In cases of merger where one or more","companies are acquired by another","company which holds 90 % or more, but","not all, of the shares and other securities of","each of those companies the holding of","which confers the right to vote at general","meetings, the Member States shall not","require approval of the merger by the","general meeting of the acquiring company","if the conditions set out in Article 8 (a), (b)","and (c) are fulfilled.\""],"orig_lang":"de","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"21","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":" Klaus-Heiner Lehne","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-22","location":[[" Proposal for a directive \u2013 amending act","Article 1 \u2013 point 12"],[" Directive 78/855/EEC","Article 29"]],"meps":[2224],"meta":{"created":"2020-01-20T00:06:24"},"new":["deleted","\"Article 29"],"old":["12. Article 29 is replaced by the following","Articles 27 and 28 shall apply to","operations whereby one or more","companies are wound up without going","into liquidation and transfer all their","assets and liabilities to another company,","if 90 % or more, but not all, of the shares","and other securities referred to in Article","27 of the company or companies being","acquired are held by that acquiring","company and/or by persons holding those","shares and securities in their own names","but on behalf of that company.\""],"orig_lang":"de","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"22","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":"Renate Weber","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-23","justification":"This amendment aims at supplementing the original AM 8 in the draft report by adding a\nprovision allowing Member States to provide for the solutions to temporary disruptions to the\n\n website and central electronic platform.","location":[["Proposal for a directive \u2013 amending act","Article 2 \u2013 point 1"],["Directive 82/891/EEC","Article 4"]],"meps":[39713],"meta":{"created":"2020-01-20T00:06:24"},"new":["In Article 4, the following paragraphs","shall be added:","\"Such publication shall not be required","from a company if, for a continuous period","beginning at least one month before the","day of the general meeting which is to","decide on the draft terms of division, it","makes available the draft terms of division","on its Internet site. Where a company","makes use of this possibility it shall publish","a reference that gives access to that Internet","site on the central electronic platform","referred to in Article 3 (4) of Directive","68/151/EEC. That reference shall include","the date of the publication of the draft","terms of division on the Internet site.","Member States may determine the","consequences of temporary disruption of","access to the Internet site and temporary","disruption of the central electronic","platform, caused by technical or other","factors.","Access to the Internet site via the central","electronic platform shall be free of","charge.\""],"old":["In Article 4, the following paragraph is","added:","\"Such publication shall not be required","from a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of division","on its own or on any other Internet site.","Where a company makes use of this","possibility it shall publish a reference that","gives access to that Internet site on the","central electronic platform referred to in","Article 3 (4) of Directive 68/151/EEC.","That reference shall include the date of the","publication of the draft terms of division on","the Internet site.\""],"orig_lang":"en","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"23","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":" Pervenche Ber\u00e8s","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-24","justification":" La mise en oeuvre de la plate-forme \u00e9lectronique centrale est pr\u00e9vue dans le \"premier paquet\n simplification\" et notamment \u00e0 l'article 3 de la 1\u00e8re directive 68/151/CEE. Le Parlement\n europ\u00e9en dans sa r\u00e9solution du 19 novembre 2008 a adopt\u00e9 en premi\u00e8re lecture une position\n claire permettant la coexistence de cette plate-forme avec des obligations additionnelles de\n publication dans le respect notamment des traditions juridiques diverses d'information du\n public et de l'acc\u00e8s in\u00e9galitaire au r\u00e9seau interne au sein de l'Union europ\u00e9enne.\n L\u2019amendement d\u00e9pos\u00e9 vise \u00e0 assurer la coh\u00e9rence entre la position adopt\u00e9e par le Parlement\n europ\u00e9en le 19 novembre 2008 et le texte ci-vis\u00e9.","location":[[" Proposal for a directive \u2013 amending act","Article 2 \u2013 point 1"],[" Directive 82/891/CEE","Article 4 \u2013 point 2"]],"meps":[1985],"meta":{"created":"2020-01-20T00:06:24"},"new":["Such publication shall not be required from","a company if, for a continuous period","beginning at least one month before the","day fixed for the general meeting, it makes","available the draft terms of merger on its","own or on any other Internet site. Where a","company makes use of this possibility it","shall publish a reference that gives access","to that Internet site on the central electronic","platform referred to in Article 3 of","Directive 68/151/EEC, without prejudice","to other existing forms of publication","which Member States may maintain","providing they are clearly defined and","based on objective conditions.. That","reference shall include the date of the","publication of the draft terms of merger on","the Internet site.\""],"old":["Such publication shall not be required from","a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of merger","on its own or on any other Internet site.","Where a company makes use of this","possibility it shall publish a reference that","gives access to that Internet site on the","central electronic platform referred to in","Article 3(4) of Directive 68/151/EEC. That","reference shall include the date of the","publication of the draft terms of merger on","the Internet site.\""],"orig_lang":"fr","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"24","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":"Jacques Toubon, Jean-Paul Gauz\u00e8s, Georgios Papastamkos","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-25","justification":"This amendment aims to ensure that this directive does not enter in contradiction with the\nposition which will be taken in Article 3 of Directive 68/151/EEC. Indeed, the European\nParliament took a position in its resolution of 19 November 2008 adopted in 1rst reading\nwhich allows the coexistence of the central electronic platform with additional obligation of\npublications.","location":[["Proposal for a directive \u2013 amending act","Article 2 \u2013 point 1"],["Directive 82/891/EEC","Article 4"]],"meps":[28198,28193,28572],"meta":{"created":"2020-01-20T00:06:25"},"new":["\"A company may, for a continuous period","beginning at least one month before the","day fixed for the general meeting which is","to decide on the draft terms of division,","also make available the draft terms of such","division on its Internet site. Where a","company makes use of this possibility it","shall publish a reference that gives access","to that Internet site in accordance with","Article 3 of Directive 68/151/EEC. That","reference shall include the date of the","publication of the draft terms of division on","the Internet site.\""],"old":["\"Such publication shall not be required","from a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of division","on its own or on any other Internet site.","Where a company makes use of this","possibility it shall publish a reference that","gives access to that Internet site on the","central electronic platform referred to in","Article 3 (4) of Directive 68/151/EEC.","That reference shall include the date of the","publication of the draft terms of division on","the Internet site.\""],"orig_lang":"en","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"25","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":"Janelly Fourtou, Marielle De Sarnez","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-26","justification":" La mise en \u0153uvre de la plate-forme \u00e9lectronique centrale est pr\u00e9vue dans le \"premier paquet\n simplification\" et notamment \u00e0 l'article 3, paragraphe 4, de la 1\u00e8re directive 68/151/CEE.\n Cette directive fait l'objet d'une proc\u00e9dure l\u00e9gislative qui n'est toujours pas achev\u00e9e.\n Cependant, le Parlement europ\u00e9en dans sa r\u00e9solution du 19 novembre 2008 a adopt\u00e9 en\n premi\u00e8re lecture une position claire permettant la coexistence de cette plate-forme avec des\n obligations additionnelles de publication dans le respect notamment des traditions juridiques\n diverses d'information du public et de l'acc\u00e8s in\u00e9galitaire au r\u00e9seau interne au sein de\n l'Union europ\u00e9enne.","location":[["Proposal for a directive \u2013 amending act","Article 2 \u2013 point 1"],["Directive 82/891/EEC","Article 4 \u2013 point 2"]],"meps":[4336,4335],"meta":{"created":"2020-01-20T00:06:25"},"new":["Such publication shall not be required from","a company if, for a continuous period","beginning at least one month before the","day fixed for the general meeting, it makes","available the draft terms of merger on its","own or on any other Internet site. Where a","company makes use of this possibility it","shall publish a reference that gives access","to that Internet site on the central electronic","platform referred to in Article 3(4) of","Directive 68/151/EEC, without prejudice","to additional publication arrangements","which may be required by Member States.","That reference shall include the date of the","publication of the draft terms of merger on","the Internet site.\""],"old":["Such publication shall not be required from","","a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of merger","on its own or on any other Internet site.","Where a company makes use of this","possibility it shall publish a reference that","gives access to that Internet site on the","central electronic platform referred to in","Article 3(4) of Directive 68/151/EEC. That","reference shall include the date of the","publication of the draft terms of merger on","the Internet site.\""],"orig_lang":"fr","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"26","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":" Renate Weber","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-27","justification":"Consistency with similar amendment concerning Directive 78/855/EEC.","location":[[" Proposal for a directive \u2013 amending act","Article 2 \u2013 point 5 \u2013 point b"],[" Directive 82/891/EEC","Paragraph 3"]],"meps":[39713],"meta":{"created":"2020-01-20T00:06:25"},"new":["\"Where a shareholder has consented to the","use, by the company, of electronic means","for conveying information, copies may be","provided by electronic mail. However,","paper copies shall be provided at the","shareholder's request.\""],"old":["\"Where a shareholder has consented to the","use, by the company, of electronic means","for conveying information, the company","may provide the copies by electronic","mail.\""],"orig_lang":"en","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"27","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":"Renate Weber","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-28","justification":"Consistency with similar amendment concerning Directive 78/855/EEC. It also adds a\nprovision allowing Member States to provide for the solutions to temporary disruptions to the\nwebsite.","location":[["Proposal for a directive \u2013 amending act","Article 2 \u2013 point 5 (c)"],["Directive 82/891/EEC","Paragraph 4"]],"meps":[39713],"meta":{"created":"2020-01-20T00:06:25"},"new":["\"4. A company shall not be required to","make the documents referred to in","paragraph 1 available at its registered","office if, for a continuous period beginning","at least one month before the day of the","general meeting which is to decide on the","draft terms of division, it makes them","available on its Internet site. Where a","company makes use of this possibility, the","Internet site shall permit the downloading","and saving of an electronic copy of those","documents, throughout the period referred","to in this paragraph.","Member States may determine the","consequences of temporary disruption of","access to the Internet site caused by","technical or other factors.","This paragraph shall be without prejudice","to paragraph 3.\""],"old":["\"4. A company shall not be required to","make the documents referred to in","paragraph 1 available at its registered","office if, for a continuous period beginning","not later than one month before the day","fixed for the general meeting, it makes","them available on its Internet site.","Paragraph 3 shall not apply if the Internet","site gives shareholders the possibility to","save an electronic copy of the documents","referred to in paragraph 1, throughout the","period referred to in paragraph 1.\""],"orig_lang":"en","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"28","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":" Renate Weber","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-29","justification":" This amendment aims at supplementing the original AM 9 in the draft report by adding a\n\nprovision allowing Member States to provide for the solutions to temporary disruptions to the\nwebsite and central electronic platform.","location":[[" Proposal for a directive \u2013 amending act","Article 3 \u2013 point 1"],[" Directive 2005/56/EC","Article 6 \u2013 paragraph 1"]],"meps":[39713],"meta":{"created":"2020-01-20T00:06:25"},"new":["In Article 6(1), the following","subparagraphs shall be added:","\"A publication in accordance with the first","subparagraph shall not be required from a","company if, for a continuous period","beginning at least one month before the","day of the general meeting which is to","decide on the common draft terms of","cross-border merger, the company makes","available the common draft terms of such","merger on its Internet site. Where a","company makes use of this possibility it","shall publish a reference that gives access","to that Internet site on the central electronic","platform referred to in Article 3 (4) of","Directive 68/151/EEC. The reference shall","include the date of the publication of the","common draft terms of cross-border","merger on the Internet site.","Member States may determine the","consequences of temporary disruption of","access to the Internet site and temporary","disruption of the central electronic","platform, caused by technical or other","factors.","Access to the Internet site via the central","electronic platform shall be free of","charge.\""],"old":["In Article 6(1), the following","subparagraph is added:","\"A publication in accordance with the first","subparagraph shall not be required from a","company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, the","company makes available the draft terms","of merger on its own or on any other","Internet site. Where a company makes use","of this possibility it shall publish a","reference that gives access to that Internet","site on the central electronic platform","referred to in Article 3 (4) of Directive","68/151/EEC. The reference shall include","the date of the publication of the draft","terms of merger on the Internet site.\""],"orig_lang":"en","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"29","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":"Pervenche Ber\u00e8s","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-30","justification":"La mise en oeuvre de la plate-forme \u00e9lectronique centrale est pr\u00e9vue dans le \"premier paquet\nsimplification\" et notamment \u00e0 l'article 3 de la 1\u00e8re directive 68/151/CEE. Le Parlement\neurop\u00e9en dans sa r\u00e9solution du 19 novembre 2008 a adopt\u00e9 en premi\u00e8re lecture une position\nclaire permettant la coexistence de cette plate-forme avec des obligations additionnelles de\npublication dans le respect notamment des traditions juridiques diverses d'information du\npublic et de l'acc\u00e8s in\u00e9galitaire au r\u00e9seau interne au sein de l'Union europ\u00e9enne.\nL\u2019amendement d\u00e9pos\u00e9 vise \u00e0 assurer la coh\u00e9rence entre la position adopt\u00e9e par le Parlement\neurop\u00e9en le 19 novembre 2008 et le texte ci-vis\u00e9.","location":[["Proposal for a directive \u2013 amending act","Article 3 \u2013 point 1"],["Directive 2005/56/CE","Article 6 \u2013 paragraph 1 \u2013 point 2"]],"meps":[1985],"meta":{"created":"2020-01-20T00:06:25"},"new":["Such publication shall not be required from","a company if, for a continuous period","beginning at least one month before the","day fixed for the general meeting, it makes","available the draft terms of merger on its","own or on any other Internet site. Where a","company makes use of this possibility it","shall publish a reference that gives access","to that Internet site on the central electronic","platform referred to in Article 3 of","Directive 68/151/EEC, without prejudice","to other existing forms of publication","which Member States may maintain","providing they are clearly defined and","based on objective conditions. That","reference shall include the date of the","publication of the draft terms of merger on","the Internet site.\""],"old":["Such publication shall not be required from","a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of merger","on its own or on any other Internet site.","Where a company makes use of this","possibility it shall publish a reference that","gives access to that Internet site on the","central electronic platform referred to in","Article 3(4) of Directive 68/151/EEC. That","reference shall include the date of the","publication of the draft terms of merger on","the Internet site.\""],"orig_lang":"fr","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"30","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":" Jacques Toubon, Jean-Paul Gauz\u00e8s, Georgios Papastamkos","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-31","justification":" This amendment aims to ensure that this directive does not enter in contradiction with the\n position which will be taken in Article 3 of Directive 68/151/EEC. Indeed, the European\n Parliament took a position in its resolution of 19 November 2008 adopted in 1rst reading\n which allows the coexistence of the central electronic platform with additional obligation of\n publications.","location":[[" Proposal for a directive \u2013 amending act","Article 3 \u2013 point 1"],[" Directive 2005/56/EC","Article 6 \u2013 paragraph 1"]],"meps":[28198,28193,28572],"meta":{"created":"2020-01-20T00:06:25"},"new":["\"A company may, for a continuous period","beginning at least one month before the","day fixed for the general meeting which is","to decide on the draft terms of merger,","also make available the draft terms of such","merger on its Internet site. Where a","company makes use of this possibility it","shall publish a reference that gives access","to that Internet site in accordance with","Article 3 of Directive 68/151/EEC. The","reference shall include the date of the","publication of the draft terms of merger on","the Internet site.\""],"old":["\"A publication in accordance with the","first subparagraph shall not be required","from a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, the","company makes available the draft terms","of merger on its own or on any other","Internet site. Where a company makes use","of this possibility it shall publish a","reference that gives access to that Internet","site on the central electronic platform","referred to in Article 3 (4) of Directive","68/151/EEC. The reference shall include","the date of the publication of the draft","terms of merger on the Internet site.\""],"orig_lang":"en","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"31","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":" Janelly Fourtou, Marielle De Sarnez","changes":{},"committee":["JURI"],"date":"2009-02-26T00:00:00","id":"PE420.211-32","justification":"La mise en oeuvre de la plate-forme \u00e9lectronique centrale est pr\u00e9vue dans le \"premier paquet\nsimplification\" et notamment \u00e0 l'article 3, paragraphe 4, de la 1\u00e8re directive 68/151/CEE.\nCette directive fait l'objet d'une proc\u00e9dure l\u00e9gislative qui n'est toujours pas achev\u00e9e.\nCependant, le Parlement europ\u00e9en dans sa r\u00e9solution du 19 novembre 2008 a adopt\u00e9 en\npremi\u00e8re lecture une position claire permettant la coexistence de cette plate-forme avec des\nobligations additionnelles de publication dans le respect notamment des traditions juridiques\ndiverses d'information du public et de l'acc\u00e8s in\u00e9galitaire au r\u00e9seau interne au sein de\nl'Union europ\u00e9enne.","location":[[" Proposal for a directive \u2013 amending act","Article 3 \u2013 point 1"],[" Directive 2005/56/CE","Article 6 \u2013 paragraph 1 \u2013 point 2"]],"meps":[4336,4335],"meta":{"created":"2020-01-20T00:06:25"},"new":["Such publication shall not be required from","a company if, for a continuous period","beginning at least one month before the","day fixed for the general meeting, it makes","available the draft terms of merger on its","own or on any other Internet site. Where a","company makes use of this possibility it","shall publish a reference that gives access","to that Internet site on the central electronic","platform referred to in Article 3(4) of","Directive 68/151/EEC, without prejudice","to additional publication arrangements","which may have been required by","Member States. That reference shall","include the date of the publication of the","draft terms of merger on the Internet site.\""],"old":["Such publication shall not be required from","a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of merger","on its own or on any other Internet site.","Where a company makes use of this","possibility it shall publish a reference that","gives access to that Internet site on the","central electronic platform referred to in","Article 3(4) of Directive 68/151/EEC. That","reference shall include the date of the","publication of the draft terms of merger on","the Internet site.\""],"orig_lang":"fr","peid":"PE420.211v02-00","reference":"2008/0182(COD)","seq":"32","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-420.211+02+DOC+PDF+V0//EN&language=EN"},{"authors":"Wolf Klinz","changes":{},"committee":["ECON"],"date":"2009-01-30T00:00:00","id":"PE418.454-1","justification":"Member States should be encouraged to take provisions that clarify to what extent a technical\ndisruption of services on the internet site where information is made accessible can be\ninterpreted as negligent behaviour that would be against reporting and documentation\nrequirements.","location":[["Proposal for a directive \u2013 amending act","Article 1 \u2013 point 2"],["Directive 78/855/EEC","Article 6 \u2013 paragraph 2"]],"meps":[28244],"meta":{"created":"2020-01-20T00:07:51"},"new":["Such publication shall not be required from","a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of merger","on its own or on any other Internet site.","Where a company makes use of this","possibility it shall publish a reference that","gives access to that Internet site on the","central electronic platform referred to in","Article 3(4) of Directive 68/151/EEC. That","reference shall include the date of the","publication of the draft terms of merger on","the Internet site. Member States may make","provision for the temporary disruption,","due to a technical or other reason, of","access to the Internet site where the","information is posted or the central","electronic platform."],"old":["Such publication shall not be required from","a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of merger","on its own or on any other Internet site.","Where a company makes use of this","possibility it shall publish a reference that","gives access to that Internet site on the","central electronic platform referred to in","Article 3(4) of Directive 68/151/EEC. That","reference shall include the date of the","publication of the draft terms of merger on","the Internet site."],"orig_lang":"en","peid":"PE418.454v01-00","reference":"2008/0182(COD)","seq":"1","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-418.454+01+DOC+PDF+V0//EN&language=EN"},{"authors":" Antol\u00edn S\u00e1nchez Presedo","changes":{},"committee":["ECON"],"date":"2009-01-30T00:00:00","id":"PE418.454-2","justification":" If a company has its own Internet site, failure to publish the information on it could lead to\n shareholder misunderstanding or disinformation.","location":[[" Proposal for a directive \u2013 amending act","Article 1 \u2013 point 2"],[" Directive 78/855/EEC","Article 6 \u2013 paragraph 2"]],"meps":[28295],"meta":{"created":"2020-01-20T00:07:52"},"new":["Such publication shall not be required from","a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of merger","on its own or on any other Internet site,","should it have no Internet site of its own,","or, if it does have its own site, makes","available on that site the relevant","reference and hyperlink. Where a","company makes use of this possibility it","shall publish a reference that gives access","to that Internet site on the central electronic","platform referred to in Article 3(4) of","Directive 68/151/EEC. That reference shall","include the date of the publication of the","draft terms of merger on the Internet site."],"old":["Such publication shall not be required from","a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of merger","on its own or on any other Internet site.","Where a company makes use of this","possibility it shall publish a reference that","gives access to that Internet site on the","central electronic platform referred to in","Article 3(4) of Directive 68/151/EEC. That","reference shall include the date of the","publication of the draft terms of merger on","the Internet site."],"orig_lang":"es","peid":"PE418.454v01-00","reference":"2008/0182(COD)","seq":"2","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-418.454+01+DOC+PDF+V0//EN&language=EN"},{"authors":" Antol\u00edn S\u00e1nchez Presedo","changes":{},"committee":["ECON"],"date":"2009-01-30T00:00:00","id":"PE418.454-3","justification":"To prevent shareholders thinking that they can no longer request a paper copy, since this\nwould involve shifting the company\u2019s responsibilities onto the shareholders.","location":[[" Proposal for a directive \u2013 amending act","Article 1 \u2013 point 5 \u2013 point b"],[" Directive 78/855/EEC","Article 11 \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[28295],"meta":{"created":"2020-01-20T00:07:52"},"new":["Without prejudice to the provisions of the","preceding paragraph, where a shareholder","has consented to the use, by the company,","of electronic means for conveying","information, copies may be provided by","electronic mail."],"old":["Where a shareholder has consented to the","","use, by the company, of electronic means","for conveying information, copies may be","provided by electronic mail."],"orig_lang":"es","peid":"PE418.454v01-00","reference":"2008/0182(COD)","seq":"3","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-418.454+01+DOC+PDF+V0//EN&language=EN"},{"authors":"Wolf Klinz","changes":{},"committee":["ECON"],"date":"2009-01-30T00:00:00","id":"PE418.454-4","justification":"Member States should be encouraged to take provisions that clarify to what extent a technical\ndisruption of services on the internet site where information is made accessible can be\ninterpreted as negligent behaviour that would be against reporting and documentation\nrequirements.","location":[["Proposal for a directive \u2013 amending act","Article 1 \u2013 point 5 \u2013 point c \u2013"],["Directive 78/855/EEC","Article 11 \u2013 paragraph 4 \u2013 subparagraph 2"]],"meps":[28244],"meta":{"created":"2020-01-20T00:07:52"},"new":["Paragraph 3 shall not apply if the Internet","site gives shareholders the possibility to","save an electronic copy of the documents","referred to in paragraph 1, throughout the","period referred to in paragraph 1. Member","States may make provision for the","temporary disruption, due to a technical","or other reason, of access to the Internet","site where the information is posted or the","central electronic platform."],"old":["Paragraph 3 shall not apply if the Internet","site gives shareholders the possibility to","save an electronic copy of the documents","referred to in paragraph 1, throughout the","period referred to in paragraph 1."],"orig_lang":"en","peid":"PE418.454v01-00","reference":"2008/0182(COD)","seq":"4","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-418.454+01+DOC+PDF+V0//EN&language=EN"},{"authors":" Wolf Klinz","changes":{},"committee":["ECON"],"date":"2009-01-30T00:00:00","id":"PE418.454-5","justification":" Member States should be encouraged to take provisions that clarify to what extent a technical\n disruption of services on the internet site where information is made accessible can be\n interpreted as negligent behaviour that would be against reporting and documentation\n requirements.","location":[[" Proposal for a directive \u2013 amending act","Article 2 \u2013 point 1"],[" Directive 82/891/EEC","Article 4 \u2013 paragraph 2"]],"meps":[28244],"meta":{"created":"2020-01-20T00:07:52"},"new":["Such publication shall not be required from","a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of division","on its own or on any other Internet site.","Where a company makes use of this","possibility it shall publish a reference that","gives access to that Internet site on the","central electronic platform referred to in","Article 3 (4) of Directive 68/151/EEC.","That reference shall include the date of the","publication of the draft terms of division on","the Internet site. Member States may make","provision for the temporary disruption,","due to a technical or other reason, of","access to the Internet site where the","information is posted or the central","electronic platform."],"old":["Such publication shall not be required from","a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of division","on its own or on any other Internet site.","Where a company makes use of this","possibility it shall publish a reference that","gives access to that Internet site on the","central electronic platform referred to in","Article 3 (4) of Directive 68/151/EEC.","That reference shall include the date of the","publication of the draft terms of division on","the Internet site."],"orig_lang":"en","peid":"PE418.454v01-00","reference":"2008/0182(COD)","seq":"5","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-418.454+01+DOC+PDF+V0//EN&language=EN"},{"authors":" Antol\u00edn S\u00e1nchez Presedo","changes":{},"committee":["ECON"],"date":"2009-01-30T00:00:00","id":"PE418.454-6","justification":"If a company has its own Internet site, failure to publish the information on it could lead to\nshareholder misunderstanding or disinformation.","location":[[" Proposal for a directive \u2013 amending act","Article 2 \u2013 point 1"],[" Directive 82/891/EEC","Article 4 \u2013 paragraph 2"]],"meps":[28295],"meta":{"created":"2020-01-20T00:07:53"},"new":["Such publication shall not be required from","a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of merger","on its own or on any other Internet site,","should it have no Internet site of its own,","or, if it does have its own site, makes","available on that site the relevant","reference and hyperlink. Where a","company makes use of this possibility it","shall publish a reference that gives access","to that Internet site on the central electronic","platform referred to in Article 3(4) of","Directive 68/151/EEC. That reference shall","include the date of the publication of the","draft terms of merger on the Internet site."],"old":["Such publication shall not be required from","a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of merger","on its own or on any other Internet site.","Where a company makes use of this","possibility it shall publish a reference that","gives access to that Internet site on the","central electronic platform referred to in","Article 3(4) of Directive 68/151/EEC. That","reference shall include the date of the","publication of the draft terms of merger on","the Internet site."],"orig_lang":"es","peid":"PE418.454v01-00","reference":"2008/0182(COD)","seq":"6","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-418.454+01+DOC+PDF+V0//EN&language=EN"},{"authors":"Antol\u00edn S\u00e1nchez Presedo","changes":{},"committee":["ECON"],"date":"2009-01-30T00:00:00","id":"PE418.454-7","justification":" To prevent shareholders thinking that they can no longer request a paper copy, since this\n would involve shifting the company\u2019s responsibilities onto the shareholders.","location":[["Proposal for a directive \u2013 amending act","Article 2 \u2013 point 5 \u2013 point b"],["Directive 82/891/EEC","Article 9 \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[28295],"meta":{"created":"2020-01-20T00:07:53"},"new":["Without prejudice to the provisions of the","preceding paragraph, where a shareholder","has consented to the use, by the company,","of electronic means for conveying","information, copies may be provided by","electronic mail."],"old":["Where a shareholder has consented to the","use, by the company, of electronic means","for conveying information, copies may be","provided by electronic mail."],"orig_lang":"es","peid":"PE418.454v01-00","reference":"2008/0182(COD)","seq":"7","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-418.454+01+DOC+PDF+V0//EN&language=EN"},{"authors":" Wolf Klinz","changes":{},"committee":["ECON"],"date":"2009-01-30T00:00:00","id":"PE418.454-8","justification":" Member States should be encouraged to take provisions that clarify to what extent a technical\n disruption of services on the internet site where information is made accessible can be\n interpreted as negligent behaviour that would be against reporting and documentation\n requirements.","location":[[" Proposal for a directive \u2013 amending act","Article 2 \u2013 point 5 \u2013 point c"],[" Directive 82/891/EEC","Article 9 \u2013 paragraph 4 \u2013 subparagraph 2"]],"meps":[28244],"meta":{"created":"2020-01-20T00:07:53"},"new":["Paragraph 3 shall not apply if the Internet","site gives shareholders the possibility to","save an electronic copy of the documents","referred to in paragraph 1, throughout the","period referred to in paragraph 1. Member","States may make provision for the","temporary disruption, due to a technical","or other reason, of access to the Internet","site where the information is posted or the","central electronic platform."],"old":["Paragraph 3 shall not apply if the Internet","site gives shareholders the possibility to","save an electronic copy of the documents","referred to in paragraph 1, throughout the","period referred to in paragraph 1.\""],"orig_lang":"en","peid":"PE418.454v01-00","reference":"2008/0182(COD)","seq":"8","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-418.454+01+DOC+PDF+V0//EN&language=EN"},{"authors":"Wolf Klinz","changes":{},"committee":["ECON"],"date":"2009-01-30T00:00:00","id":"PE418.454-9","justification":"Member States should be encouraged to take provisions that clarify to what extent a technical\ndisruption of services on the internet site where information is made accessible can be\ninterpreted as negligent behaviour that would be against reporting and documentation\nrequirements.","location":[["Proposal for a directive \u2013 amending act","Article 3 \u2013 point 1"],["Directive 2005/56/EC","Article 6 \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[28244],"meta":{"created":"2020-01-20T00:07:53"},"new":["A publication in accordance with the first","subparagraph shall not be required from a","company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, the","company makes available the draft terms","of merger on its own or on any other","Internet site. Where a company makes use","of this possibility it shall publish a","reference that gives access to that Internet","site on the central electronic platform","referred to in Article 3(4) of Directive","68/151/EEC. The reference shall include","the date of the publication of the draft","terms of merger on the Internet site.","Member States may make provision for","the temporary disruption, due to a","technical or other reason, of access to the","Internet site where the information is","posted or the central electronic platform."],"old":["A publication in accordance with the first","subparagraph shall not be required from a","company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, the","company makes available the draft terms","of merger on its own or on any other","Internet site. Where a company makes use","of this possibility it shall publish a","reference that gives access to that Internet","site on the central electronic platform","referred to in Article 3(4) of Directive","68/151/EEC. The reference shall include","the date of the publication of the draft","terms of merger on the Internet site.\""],"orig_lang":"en","peid":"PE418.454v01-00","reference":"2008/0182(COD)","seq":"9","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-418.454+01+DOC+PDF+V0//EN&language=EN"},{"authors":" Antol\u00edn S\u00e1nchez Presedo","changes":{},"committee":["ECON"],"date":"2009-01-30T00:00:00","id":"PE418.454-10","justification":" If a company has its own Internet site, failure to publish the information on it could lead to\n shareholder misunderstanding or disinformation.","location":[[" Proposal for a directive \u2013 amending act","Article 3 \u2013 point 1"],[" Directive 2005/56/EC","Article 6 \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[28295],"meta":{"created":"2020-01-20T00:07:53"},"new":["Such publication shall not be required from","a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of merger","on its own or on any other Internet site,","should it have no Internet site of its own,","or, if it does have its own site, makes","available on that site the relevant","reference and hyperlink. Where a","company makes use of this possibility it","shall publish a reference that gives access","to that Internet site on the central electronic","platform referred to in Article 3(4) of","Directive 68/151/EEC. That reference shall","include the date of the publication of the","draft terms of merger on the Internet site."],"old":["Such publication shall not be required from","a company if, for a continuous period","beginning not later than one month before","the day fixed for the general meeting, it","makes available the draft terms of merger","on its own or on any other Internet site.","Where a company makes use of this","possibility it shall publish a reference that","gives access to that Internet site on the","central electronic platform referred to in","Article 3(4) of Directive 68/151/EEC. That","reference shall include the date of the","publication of the draft terms of merger on","the Internet site."],"orig_lang":"es","peid":"PE418.454v01-00","reference":"2008/0182(COD)","seq":"10","src":"http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//NONSGML+COMPARL+PE-418.454+01+DOC+PDF+V0//EN&language=EN"}],"changes":{"2014-11-10T00:41:29":[{"data":[{"body":"EC","commission":[{"Commissioner":"MCCREEVY Charlie","DG":{"title":"Internal Market and Services","url":"http://ec.europa.eu/dgs/internal_market/"}}],"date":"2008-09-24T00:00:00","docs":[{"celexid":"CELEX:52008PC0576:EN","text":["
PURPOSE: to reduce administrative burdens imposed under the\n European Company Law Directives on public limited liability companies that\n deal with the modalities of domestic mergers and divisons.
PROPOSED ACT:\n Directive of the European Parliament and of the Council.
CONTENT: the\n European Council agreed, at its meeting on 8 and 9 March 2007, that administrative\n burdens on companies should be reduced by 25% by the year 2012 in order to enhance the competitiveness of companies in the Community. Company law has been\n identified as one area that contains a high number of information obligations\n for companies, some of which seem outdated or excessive.
The Commission adopted, in July 2007, a communication\n setting out its proposals for simplifying the areas of company law,\n accounting and auditing. Furthermore, in March 2007 and April 2008, two\n fast-track proposals were presented by the Commission in order to achieve a\n rapid reduction of administrative burdens through minor changes of the EU acquis.\n The first\n one was adopted in November 2007.The second\n proposalthat takes up certain elements considered in the July 2007\n Communication is still under consideration in the European Parliament and the\n Council.
The objective of the initiative is to complement these two measures\n and to contribute to enhancing the competitiveness of EU companies by\n reducing administrative burdens imposed under the European Company Law Directives\n where this can be done without major negative impact on other stakeholders.\n The initiative focuses on the Third Directive (Council Directive 78/855/EEC)\n concerning mergers of public limited liability companies and the Sixth\n Directive (Council Directive 82/891/EEC) concerning the division of public\n limited liability companies that deal with the modalities of domestic mergers\n and divisions.
The Third and the Sixth Directives currently contain a number of\n detailed reporting requirements that companies involved in a merger/division\n have to comply with and which impose considerable costs on them. In certain\n situations, the conjunction with the Second Directive can lead to a further\n increase in costs. Furthermore, the means provided for in the directives to\n inform shareholders about the details of the transactions were designed 30\n years ago and therefore do not take into account today's technological\n possibilities. This leads to unnecessary costs and an excessive use of paper\n that can be avoided. Lastly, changes in other directives during the last\n years and in particular to the Second Directive in the area of creditor protection\n have lead to certain inconsistencies between the different directives.
The current\n proposal aims notably at:
The Commission\n considers that the total potential burden savings of these measures is\n estimated to be as high as €172 million per year.
\nThe Committee\n on Legal Affairs adopted the report by Renate WEBER (ALDE, RO) amending,\n under the first reading of codecision procedure, the proposal for a directive\n of the European Parliament and of the Council amending Council Directives\n 77/91/EEC, 78/855/EEC and 82/891/EEC and Directive 2005/56/EC as regards\n reporting and documentation requirements in the case of merger and divisions.\n
The main\n amendments are as follows:
-the legal\n basis should be Article 44(2)(g) of the Treaty;
-disclosure\n requirements concerning draft terms of merger in cross-border mergers under\n Directive 2005/56/EC should be similar to those applicable to domestic\n mergers and divisions under Directives 78/855/EEC and 82/891/EEC;
-the committee\n made some amendments regarding the publication of the draft terms of merger,\n and draft terms of division, which may be published on an Internet site. It\n specified that Member States may determine the consequences of temporary\n disruption of access to the Internet site and temporary disruption of the\n central electronic platform, caused by technical or other factors. Access to\n the Internet site via the central electronic platform shall be free of\n charge;
-it should be\n made clear that the shareholder has an option to choose whether he wants to\n obtain electronic or paper copies of documents that are often lengthy and\n burdensome to print or use in electronic version only;
-in case of\n simplified mergers the approval of the general meeting of each of the merging\n companies should not be required by Member States. This becomes a mandatory\n requirement rather than an option available to Member States;
-a new review\n clause states that the Commission shall review the functioning of the\n Directive in 5 years, and in particular its effects on the reduction of\n administrative burdens on companies, in the light of experience acquired in\n its application, and shall present a report, accompanied, if necessary, by\n proposals for its further amendment.
-lastly, the\n date of transposition should be by 30 June 2013 rather than 30 June 2011.
\nThe European Parliament adopted by 652 votes to 7, with\n 22 abstentions, a legislative resolution amending, under the first reading of\n codecision procedure, the proposal for a directive of the European Parliament\n and of the Council amending Council Directives 77/91/EEC, 78/855/EEC and\n 82/891/EEC and Directive 2005/56/EC as regards reporting and documentation\n requirements in the case of merger and divisions.
The main amendments are as follows:
- the legal basis should be Article 44(2)(g) of the\n Treaty;
- Company or other websites offer, in certain cases, an\n alternative to the publication using the companies registers. Member States\n will be able to designate those other Internet sites which companies may use\n free of charge for such publication, such as websites of business\n associations or chambers of commerce or the central electronic platform\n referred to in Article 3 of the First Council Directive of 9 March 1968 on\n co-ordination of safeguards which, for the protection of the interests of\n members and others, are required by Member States of certain companies, with\n a view to making such safeguards equivalent throughout the Community. Where\n there is the possibility to use company websites or other Internet sites for\n the publication of the draft terms of mergers and division and of other\n documents that have to be made available to shareholders and creditors in the\n process, guarantees related to the security of the site and the authenticity\n of the documents should be met;
- disclosure requirements concerning draft terms of\n merger in cross-border mergers under Directive 2005/56/EC should be similar\n to those applicable to domestic mergers and divisions under Directives\n 78/855/EEC and 82/891/EEC;
- Member States must be able to provide that there is no\n need for the extensive reporting or information requirements related to\n certain merger or division of companies, if all the shareholders of the\n companies involved in the merger or division agree that they may be dispensed\n with. Any modification of Directives 78/855/EEC and 82/891/EEC allowing such\n agreement by shareholders should be without prejudice to the systems of\n protection of the interests of creditors of the companies involved as well as\n to rules aimed at ensuring the provision of necessary information to the\n employees of the companies involved and to public authorities, such as tax\n authorities, controlling the merger or division in accordance with existing\n Community legislation;
- Mergers between parent companies and their subsidiaries\n have a reduced economic impact on shareholders and creditors where the\n holding of the parent company amounts to 90 percent or more of the\n shares or other securities conferring the right to vote of the subsidiary .\n The same applies to certain divisions, in particular when companies are split\n in new companies that are owned by the shareholders in the proportion to\n their rights in the company being divided. In these cases, the reporting requirements\n deriving from Directives 78/855/EEC and 82/891/EEC will therefore be reduced;
- lastly, a new review clause states that the Commission\n shall review the functioning of the Directive in 5 years, and in particular\n its effects on the reduction of administrative burdens on companies, in the\n light of experience acquired in its application, and shall present a report,\n accompanied, if necessary, by proposals for its further amendment.
\nPURPOSE: to reduce administrative burdens relating in\n particular to publication and documentation obligations of public limited\n liability companies within the Community.
LEGISLATIVE ACT: Directive 2009/109/EC of the European\n Parliament and of the Council amending Council Directives 77/91/EEC,\n 78/855/EEC and 82/891/EEC, and Directive 2005/56/EC as regards reporting and\n documentation requirements in the case of mergers and divisions.
CONTENT: the\n Council adopted, by qualified majority, this Directive simplifying the rules\n on reporting and documentation requirements in the event of mergers and\n divisions of EU companies, following an agreement with the European\n Parliament in first reading. The German and Austrian delegations voted\n against.
The European Council agreed, at its meeting on 8 and 9\n March 2007, that administrative burdens on companies should be reduced by 25\n % by the year 2012 in order to enhance the competitiveness of companies in\n the Community. Therefore, in this context, it is appropriate to review those\n obligations and, where appropriate, to reduce the administrative burdens\n weighing on companies within the Community to the minimum needed.
The Directive is aimed at reducing costs relating to\n mergers or divisions by limiting detailed reporting requirements, as well\n as by allowing companies to provide the necessary information to\n shareholders or third parties by electronic means, instead of convening\n general meetings. It modifies Directive 78/855/EEC on mergers (Third Company\n Law Directive) and Directive 82/891/EEC on divisions of companies (Sixth\n Company Law Directive).
It also introduces the necessary adjustments to Directive\n 2005/56/EC on cross-border mergers and Directive 77/91/EEC as regards\n safeguards relating to the company’s capital, in line with the modifications\n to the Third and Sixth Company Law Directives.
The main amendments are as follows:
Review:\n five years after the date of transposition, the Commission shall review the\n functioning of those provisions of Directives 77/91/EEC, 78/855/EEC,\n 82/891/EEC and 2005/56/EC which are amended or added by this Directive, and\n in particular their effects on the reduction of administrative burdens on\n companies, in the light of experience acquired in their application, and\n shall present a report to the European Parliament and the Council, accompanied\n if necessary by proposals for further amendments of those directives.
ENTRY INTO FORCE: 22/10/2009.
TRANSPOSITION:\n 30/06/2011.
\nPURPOSE: to reduce administrative burdens imposed under the\n European Company Law Directives on public limited liability companies that\n deal with the modalities of domestic mergers and divisons.
PROPOSED ACT:\n Directive of the European Parliament and of the Council.
CONTENT: the\n European Council agreed, at its meeting on 8 and 9 March 2007, that administrative\n burdens on companies should be reduced by 25% by the year 2012 in order to enhance the competitiveness of companies in the Community. Company law has been\n identified as one area that contains a high number of information obligations\n for companies, some of which seem outdated or excessive.
The Commission adopted, in July 2007, a communication\n setting out its proposals for simplifying the areas of company law,\n accounting and auditing. Furthermore, in March 2007 and April 2008, two\n fast-track proposals were presented by the Commission in order to achieve a\n rapid reduction of administrative burdens through minor changes of the EU acquis.\n The first\n one was adopted in November 2007.The second\n proposalthat takes up certain elements considered in the July 2007\n Communication is still under consideration in the European Parliament and the\n Council.
The objective of the initiative is to complement these two measures\n and to contribute to enhancing the competitiveness of EU companies by\n reducing administrative burdens imposed under the European Company Law Directives\n where this can be done without major negative impact on other stakeholders.\n The initiative focuses on the Third Directive (Council Directive 78/855/EEC)\n concerning mergers of public limited liability companies and the Sixth\n Directive (Council Directive 82/891/EEC) concerning the division of public\n limited liability companies that deal with the modalities of domestic mergers\n and divisions.
The Third and the Sixth Directives currently contain a number of\n detailed reporting requirements that companies involved in a merger/division\n have to comply with and which impose considerable costs on them. In certain\n situations, the conjunction with the Second Directive can lead to a further\n increase in costs. Furthermore, the means provided for in the directives to\n inform shareholders about the details of the transactions were designed 30\n years ago and therefore do not take into account today's technological\n possibilities. This leads to unnecessary costs and an excessive use of paper\n that can be avoided. Lastly, changes in other directives during the last\n years and in particular to the Second Directive in the area of creditor protection\n have lead to certain inconsistencies between the different directives.
The current\n proposal aims notably at:
The Commission\n considers that the total potential burden savings of these measures is\n estimated to be as high as €172 million per year.
\nThe Committee\n on Legal Affairs adopted the report by Renate WEBER (ALDE, RO) amending,\n under the first reading of codecision procedure, the proposal for a directive\n of the European Parliament and of the Council amending Council Directives\n 77/91/EEC, 78/855/EEC and 82/891/EEC and Directive 2005/56/EC as regards\n reporting and documentation requirements in the case of merger and divisions.\n
The main\n amendments are as follows:
-the legal\n basis should be Article 44(2)(g) of the Treaty;
-disclosure\n requirements concerning draft terms of merger in cross-border mergers under\n Directive 2005/56/EC should be similar to those applicable to domestic\n mergers and divisions under Directives 78/855/EEC and 82/891/EEC;
-the committee\n made some amendments regarding the publication of the draft terms of merger,\n and draft terms of division, which may be published on an Internet site. It\n specified that Member States may determine the consequences of temporary\n disruption of access to the Internet site and temporary disruption of the\n central electronic platform, caused by technical or other factors. Access to\n the Internet site via the central electronic platform shall be free of\n charge;
-it should be\n made clear that the shareholder has an option to choose whether he wants to\n obtain electronic or paper copies of documents that are often lengthy and\n burdensome to print or use in electronic version only;
-in case of\n simplified mergers the approval of the general meeting of each of the merging\n companies should not be required by Member States. This becomes a mandatory\n requirement rather than an option available to Member States;
-a new review\n clause states that the Commission shall review the functioning of the\n Directive in 5 years, and in particular its effects on the reduction of\n administrative burdens on companies, in the light of experience acquired in\n its application, and shall present a report, accompanied, if necessary, by\n proposals for its further amendment.
-lastly, the\n date of transposition should be by 30 June 2013 rather than 30 June 2011.
\nThe European Parliament adopted by 652 votes to 7, with\n 22 abstentions, a legislative resolution amending, under the first reading of\n codecision procedure, the proposal for a directive of the European Parliament\n and of the Council amending Council Directives 77/91/EEC, 78/855/EEC and\n 82/891/EEC and Directive 2005/56/EC as regards reporting and documentation\n requirements in the case of merger and divisions.
The main amendments are as follows:
- the legal basis should be Article 44(2)(g) of the\n Treaty;
- Company or other websites offer, in certain cases, an\n alternative to the publication using the companies registers. Member States\n will be able to designate those other Internet sites which companies may use\n free of charge for such publication, such as websites of business\n associations or chambers of commerce or the central electronic platform\n referred to in Article 3 of the First Council Directive of 9 March 1968 on\n co-ordination of safeguards which, for the protection of the interests of\n members and others, are required by Member States of certain companies, with\n a view to making such safeguards equivalent throughout the Community. Where\n there is the possibility to use company websites or other Internet sites for\n the publication of the draft terms of mergers and division and of other\n documents that have to be made available to shareholders and creditors in the\n process, guarantees related to the security of the site and the authenticity\n of the documents should be met;
- disclosure requirements concerning draft terms of\n merger in cross-border mergers under Directive 2005/56/EC should be similar\n to those applicable to domestic mergers and divisions under Directives\n 78/855/EEC and 82/891/EEC;
- Member States must be able to provide that there is no\n need for the extensive reporting or information requirements related to\n certain merger or division of companies, if all the shareholders of the\n companies involved in the merger or division agree that they may be dispensed\n with. Any modification of Directives 78/855/EEC and 82/891/EEC allowing such\n agreement by shareholders should be without prejudice to the systems of\n protection of the interests of creditors of the companies involved as well as\n to rules aimed at ensuring the provision of necessary information to the\n employees of the companies involved and to public authorities, such as tax\n authorities, controlling the merger or division in accordance with existing\n Community legislation;
- Mergers between parent companies and their subsidiaries\n have a reduced economic impact on shareholders and creditors where the\n holding of the parent company amounts to 90 percent or more of the\n shares or other securities conferring the right to vote of the subsidiary .\n The same applies to certain divisions, in particular when companies are split\n in new companies that are owned by the shareholders in the proportion to\n their rights in the company being divided. In these cases, the reporting requirements\n deriving from Directives 78/855/EEC and 82/891/EEC will therefore be reduced;
- lastly, a new review clause states that the Commission\n shall review the functioning of the Directive in 5 years, and in particular\n its effects on the reduction of administrative burdens on companies, in the\n light of experience acquired in its application, and shall present a report,\n accompanied, if necessary, by proposals for its further amendment.
\nPURPOSE: to reduce administrative burdens relating in\n particular to publication and documentation obligations of public limited\n liability companies within the Community.
LEGISLATIVE ACT: Directive 2009/109/EC of the European\n Parliament and of the Council amending Council Directives 77/91/EEC,\n 78/855/EEC and 82/891/EEC, and Directive 2005/56/EC as regards reporting and\n documentation requirements in the case of mergers and divisions.
CONTENT: the\n Council adopted, by qualified majority, this Directive simplifying the rules\n on reporting and documentation requirements in the event of mergers and\n divisions of EU companies, following an agreement with the European\n Parliament in first reading. The German and Austrian delegations voted\n against.
The European Council agreed, at its meeting on 8 and 9\n March 2007, that administrative burdens on companies should be reduced by 25\n % by the year 2012 in order to enhance the competitiveness of companies in\n the Community. Therefore, in this context, it is appropriate to review those\n obligations and, where appropriate, to reduce the administrative burdens\n weighing on companies within the Community to the minimum needed.
The Directive is aimed at reducing costs relating to\n mergers or divisions by limiting detailed reporting requirements, as well\n as by allowing companies to provide the necessary information to\n shareholders or third parties by electronic means, instead of convening\n general meetings. It modifies Directive 78/855/EEC on mergers (Third Company\n Law Directive) and Directive 82/891/EEC on divisions of companies (Sixth\n Company Law Directive).
It also introduces the necessary adjustments to Directive\n 2005/56/EC on cross-border mergers and Directive 77/91/EEC as regards\n safeguards relating to the company’s capital, in line with the modifications\n to the Third and Sixth Company Law Directives.
The main amendments are as follows:
Review:\n five years after the date of transposition, the Commission shall review the\n functioning of those provisions of Directives 77/91/EEC, 78/855/EEC,\n 82/891/EEC and 2005/56/EC which are amended or added by this Directive, and\n in particular their effects on the reduction of administrative burdens on\n companies, in the light of experience acquired in their application, and\n shall present a report to the European Parliament and the Council, accompanied\n if necessary by proposals for further amendments of those directives.
ENTRY INTO FORCE: 22/10/2009.
TRANSPOSITION:\n 30/06/2011.
\n