Procedure completed
2008/0182(COD) Mergers and divisions: reporting and documentation requirements
Lead committee dossier: JURI/6/67796
Legal Basis EC Treaty (after Amsterdam) EC 044-p2
| Role | Committee | Rapporteur | Shadows |
|---|---|---|---|
| Opinion | ECON | MITCHELL Gay (PPE-DE) | |
| Lead | JURI | WEBER Renate (ALDE) |
Legal Basis EC Treaty (after Amsterdam) EC 044-p2
Subjects
Activites
- 2009/10/02 Final act published in Official Journal
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2009/09/16
Final act signed
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2009/09/16
End of procedure in Parliament
- #2957
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2009/07/27
Council Meeting
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2009/07/27
Act adopted by Council after Parliament's 1st reading
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2009/04/22
Results of vote in Parliament
- Results of vote in Parliament
- Debate in Parliament
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T6-0250/2009
summary
The European Parliament adopted by 652 votes to 7, with 22 abstentions, a legislative resolution amending, under the first reading of codecision procedure, the proposal for a directive of the European Parliament and of the Council amending Council Directives 77/91/EEC, 78/855/EEC and 82/891/EEC and Directive 2005/56/EC as regards reporting and documentation 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 Treaty; - Company or other websites offer, in certain cases, an alternative to the publication using the companies registers. Member States will be able to designate those other Internet sites which companies may use free of charge for such publication, such as websites of business associations or chambers of commerce or the central electronic platform referred to in Article 3 of the First Council Directive of 9 March 1968 on co-ordination of safeguards which, for the protection of the interests of members and others, are required by Member States of certain companies, with a view to making such safeguards equivalent throughout the Community. Where there is the possibility to use company websites or other Internet sites for the publication of the draft terms of mergers and division and of other documents that have to be made available to shareholders and creditors in the process, guarantees related to the security of the site and the authenticity of the documents should be met;- disclosure requirements concerning draft terms of merger in cross-border mergers under Directive 2005/56/EC should be similar to those applicable to domestic mergers and divisions under Directives 78/855/EEC and 82/891/EEC;- Member States must be able to provide that there is no need for the extensive reporting or information requirements related to certain merger or division of companies, if all the shareholders of the companies involved in the merger or division agree that they may be dispensed with. Any modification of Directives 78/855/EEC and 82/891/EEC allowing such agreement by shareholders should be without prejudice to the systems of protection of the interests of creditors of the companies involved as well as to rules aimed at ensuring the provision of necessary information to the employees of the companies involved and to public authorities, such as tax authorities, controlling the merger or division in accordance with existing Community legislation;- Mergers between parent companies and their subsidiaries have a reduced economic impact on shareholders and creditors where the holding of the parent company amounts to 90 percent or more of the shares or other securities conferring the right to vote of the subsidiary . The same applies to certain divisions, in particular when companies are split in new companies that are owned by the shareholders in the proportion to their rights in the company being divided. In these cases, the reporting requirements deriving from Directives 78/855/EEC and 82/891/EEC will therefore be reduced;- lastly, a new review clause states that the Commission shall review the functioning of the Directive in 5 years, and in particular its effects on the reduction of administrative burdens on companies, in the light of experience acquired in its application, and shall present a report, accompanied, if necessary, by proposals for its further amendment.
- 2009/04/06 Committee report tabled for plenary, 1st reading/single reading
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2009/03/31
Vote in committee, 1st reading/single reading
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2008/10/09
Committee referral announced in Parliament, 1st reading/single reading
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2008/09/24
Legislative proposal published
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COM(2008)0576
summary
PURPOSE: to reduce administrative burdens imposed under the European Company Law Directives on public limited liability companies that deal with the modalities of domestic mergers and divisons.PROPOSED ACT: Directive of the European Parliament and of the Council.CONTENT: the European Council agreed, at its meeting on 8 and 9 March 2007, that administrative 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 identified as one area that contains a high number of information obligations for companies, some of which seem outdated or excessive. The Commission adopted, in July 2007, a communication setting out its proposals for simplifying the areas of company law, accounting and auditing. Furthermore, in March 2007 and April 2008, two fast-track proposals were presented by the Commission in order to achieve a rapid reduction of administrative burdens through minor changes of the EU acquis. The first one was adopted in November 2007.The second proposalthat takes up certain elements considered in the July 2007 Communication is still under consideration in the European Parliament and the Council. The objective of the initiative is to complement these two measures and to contribute to enhancing the competitiveness of EU companies by reducing administrative burdens imposed under the European Company Law Directives where this can be done without major negative impact on other stakeholders. The initiative focuses on the Third Directive (Council Directive 78/855/EEC) concerning mergers of public limited liability companies and the Sixth Directive (Council Directive 82/891/EEC) concerning the division of public limited liability companies that deal with the modalities of domestic mergers and divisions. The Third and the Sixth Directives currently contain a number of detailed reporting requirements that companies involved in a merger/division have to comply with and which impose considerable costs on them. In certain situations, the conjunction with the Second Directive can lead to a further increase in costs. Furthermore, the means provided for in the directives to inform shareholders about the details of the transactions were designed 30 years ago and therefore do not take into account today's technological possibilities. This leads to unnecessary costs and an excessive use of paper that can be avoided. Lastly, changes in other directives during the last years and in particular to the Second Directive in the area of creditor protection have lead to certain inconsistencies between the different directives.The current proposal aims notably at:reducing the reporting requirements of companies in the case of mergers and divisions, in particular where shareholders decide that certain reports are not needed and in the context of so-called "simplified" mergers and divisions between parent companies and their subsidiaries; avoiding double reporting where reporting requirements also result from other EU rules;introducing the possibility for companies to use the Internet and electronic mail in order to publish the draft terms of merger or division and to provide shareholders with the documentation required.The Commission considers that the total potential burden savings of these measures is estimated to be as high as €172 million per year.
- DG {'url': 'http://ec.europa.eu/dgs/internal_market/', 'title': 'Internal Market and Services'}, MCCREEVY Charlie
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COM(2008)0576
summary
Documents
- Legislative proposal published: COM(2008)0576
- Committee report tabled for plenary, 1st reading/single reading: A6-0247/2009
- Results of vote in Parliament: Results of vote in Parliament
- Debate in Parliament: Debate in Parliament
- Decision by Parliament, 1st reading/single reading: T6-0250/2009
- : Directive 2009/109
- : OJ L 259 02.10.2009, p. 0014
| Amendments | Dossier |
| 30 |
2008/0182(COD)
2009/01/30
ECON
10 amendments...
Amendment 1 #
Proposal for a directive – amending act Article 1 – point 2 Directive 78/855/EEC Article 6 – paragraph 2 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.
Amendment 10 #
Proposal for a directive – amending act Article 3 – point 1 Directive 2005/56/EC Article 6 – paragraph 1 – subparagraph 2 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.
Amendment 2 #
Proposal for a directive – amending act Article 1 – point 2 Directive 78/855/EEC Article 6 – paragraph 2 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.
Amendment 3 #
Proposal for a directive – amending act Article 1 – point 5 – point b Directive 78/855/EEC Article 11 – paragraph 3 – subparagraph 2 Without prejudice to the provisions of the preceding paragraph, where a shareholder has consented to the
Amendment 4 #
Proposal for a directive – amending act Article 1 – point 5 – point c – Directive 78/855/EEC Article 11 – paragraph 4 – subparagraph 2 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.
Amendment 5 #
Proposal for a directive – amending act Article 2 – point 1 Directive 82/891/EEC Article 4 – paragraph 2 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.
Amendment 6 #
Proposal for a directive – amending act Article 2 – point 1 Directive 82/891/EEC Article 4 – paragraph 2 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.
Amendment 7 #
Proposal for a directive – amending act Article 2 – point 5 – point b Directive 82/891/EEC Article 9 – paragraph 3 – subparagraph 2 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.
Amendment 8 #
Proposal for a directive – amending act Article 2 – point 5 – point c Directive 82/891/EEC Article 9 – paragraph 4 – subparagraph 2 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.
Amendment 9 #
Proposal for a directive – amending act Article 3 – point 1 Directive 2005/56/EC Article 6 – paragraph 1 – subparagraph 2 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.
source: PE-418.454
2009/02/26
JURI
20 amendments...
Amendment 13 #
Proposal for a directive – amending act Recital 6 (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.
Amendment 14 #
Proposal for a directive – amending act Article 1 – point 2 Directive 78/855/EEC Article 6 In Article 6, the following paragraph
Amendment 15 #
Proposal for a directive – amending act Article 1 – point 2 Directive 78/855/CEE Article 6 – point 2 Such publication shall not be required from a company if, for a continuous period beginning
Amendment 16 #
Proposal for a directive – amending act Article 1 – point 2 Directive 78/855/EEC Article 6 Amendment 17 #
Proposal for a directive – amending act Article 1 – point 2 Directive 78/855/EEC Article 6 – point 2 Such publication shall not be required from a company if, for a continuous period beginning
Amendment 18 #
Proposal for a directive – amending act Article 1 – point 5 (c) Directive 78/855/EEC Paragraph 4 "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
Amendment 19 #
Proposal for a directive – amending act Article 1 – point 9 (a) Directive 78/855/CEE Article 25 – introductory part Amendment 20 #
Proposal for a directive – amending act Article 1 – point 9 (a) Directive 78/855/CEE Article 25 – introductory part Amendment 21 #
Proposal for a directive – amending act Article 1 – point 10 Directive 78/855/EEC Articles 26 and 27 10. Article
Amendment 22 #
Proposal for a directive – amending act Article 1 – point 12 Directive 78/855/EEC Article 29 Amendment 23 #
Proposal for a directive – amending act Article 2 – point 1 Directive 82/891/EEC Article 4 In Article 4, the following paragraph
Amendment 24 #
Proposal for a directive – amending act Article 2 – point 1 Directive 82/891/CEE Article 4 – point 2 Such publication shall not be required from a company if, for a continuous period beginning
Amendment 25 #
Proposal for a directive – amending act Article 2 – point 1 Directive 82/891/EEC Article 4 "
Amendment 26 #
Proposal for a directive – amending act Article 2 – point 1 Directive 82/891/EEC Article 4 – point 2 Such publication shall not be required from
Amendment 27 #
Proposal for a directive – amending act Article 2 – point 5 – point b Directive 82/891/EEC Paragraph 3 "Where a shareholder has consented to the use, by the company, of electronic means for conveying information,
Amendment 28 #
Proposal for a directive – amending act Article 2 – point 5 (c) Directive 82/891/EEC Paragraph 4 "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
Amendment 29 #
Proposal for a directive – amending act Article 3 – point 1 Directive 2005/56/EC Article 6 – paragraph 1 In Article 6(1), the following subparagraph
Amendment 30 #
Proposal for a directive – amending act Article 3 – point 1 Directive 2005/56/CE Article 6 – paragraph 1 – point 2 Such publication shall not be required from a company if, for a continuous period beginning
Amendment 31 #
Proposal for a directive – amending act Article 3 – point 1 Directive 2005/56/EC Article 6 – paragraph 1 "A
Amendment 32 #
Proposal for a directive – amending act Article 3 – point 1 Directive 2005/56/CE Article 6 – paragraph 1 – point 2 Such publication shall not be required from a company if, for a continuous period beginning
source: PE-420.211
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History
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