BETA


2016/2065(INI) Cross border mergers and divisions

Progress: Procedure completed

RoleCommitteeRapporteurShadows
Lead JURI GASBARRA Enrico (icon: S&D S&D) RADEV Emil (icon: PPE PPE), DZHAMBAZKI Angel (icon: ECR ECR), CAVADA Jean-Marie (icon: ALDE ALDE)
Lead committee dossier:
Legal Basis:
RoP 54

Events

2017/11/20
   EC - Commission response to text adopted in plenary
Documents
2017/06/13
   EP - Results of vote in Parliament
2017/06/13
   EP - Decision by Parliament
Details

The European Parliament adopted by 490 votes to 46, with 103 abstentions, a resolution on cross-border mergers and divisions.

Members recalled that the obstacles to full implementation of the Directive on cross-border mergers and the fact that there is no European Union law on cross-border divisions of undertakings entails manifest procedural, administrative and financial difficulties for the businesses concerned, as well as the risk of abuses and dumping.

The public consultation launched by the Commission in September 2014 provided information about the existing barriers to cross-border operations and about the amendments that needed to be made to existing legislation.

Stressing the importance of establishing a framework which regulates comprehensively the mobility of undertakings at European level, Parliament called on the Commission to devote attention to the results of the public consultation and propose new rules on cross-border mergers and divisions in the objectives of boosting internal market and fostering workers’ rights.

Mergers : Members called for the revision of Directive 2005/56/EC on cross-border mergers of limited liability companies in order to improve its implementation and to take into account recent developments in both the case law of the CJEU on freedom of establishment of companies and in European company law.

The future legislative proposal should contain a fresh set of rules covering divisions of companies and should set out guidelines for further legislation on the mobility of companies.

Divisions: while recalling that Directive 82/891/EEC only regulates divisions of undertakings within a Member State, Members noted that the figures on domestic divisions show a real need to establish a special EU framework for cross-border divisions . They stressed that any new directive should not be used as a formal instrument for divisions in an undertaking for the purpose of forum shopping to avoid legal obligations under national law.

Necessary amendments : the resolution c onsidered it important that future legislative proposals on the mobility of undertakings should include provisions concerning maximum harmonisation – particularly regarding:

procedural standards, assets and liabilities and accounting issues; the rights of minority shareholders ; the establishment of minimum standards of information, consultation and codetermination of workers to improve their protection, in particular against social dumping.

Documents
2017/06/13
   EP - End of procedure in Parliament
2017/05/09
   EP - Committee report tabled for plenary
Details

The Committee on Legal Affairs adopted the report by Enrico GASBARRA (S&D, IT) on cross-border mergers and divisions.

Members recalled that in September 2014, the European Commission launched a public consultation procedure on cross-border mergers and divisions of undertakings. This consultation made it possible to gather information about the existing barriers to cross-border operations and about the amendments that needed to be made to existing legislation.

Stressing the importance of establishing a framework which regulates comprehensively the mobility of undertakings at European level, Members called on the Commission to devote attention to the results of the public consultation and propose new rules on cross-border mergers and divisions in the objectives of boosting internal market and fostering workers’ rights.

Members called for the revision of Directive 2005/56/EC on cross-border mergers of limited liability companies in order to improve its implementation and to take into account recent developments in both the case law of the CJEU on freedom of establishment of companies and in European company law.

The future legislative proposal should contain a fresh set of rules covering divisions of companies and should set out guidelines for further legislation on the mobility of companies.

Moreover, while recalling that Directive 82/891/EEC only regulates divisions of undertakings within a Member State, Members noted that the figures on domestic divisions show a real need to establish a special EU framework for cross-border divisions .

The report considered it important that future legislative proposals on the mobility of undertakings should include provisions concerning maximum harmonisation – particularly regarding:

procedural standards, assets and liabilities and accounting issues; the rights of minority shareholders ; the establishment of minimum standards of information, consultation and codetermination of workers to improve their protection, in particular against social dumping.

Documents
2017/05/04
   EP - Vote in committee
2017/02/22
   EP - Amendments tabled in committee
Documents
2016/12/16
   EP - Committee draft report
Documents
2016/06/14
   EP - GASBARRA Enrico (S&D) appointed as rapporteur in JURI
2016/04/28
   EP - Committee referral announced in Parliament

Documents

Votes

A8-0190/2017 - Enrico Gasbarra - Vote unique #

2017/06/13 Outcome: +: 490, 0: 103, -: 46
DE IT ES RO FR PL SE AT NL CZ PT BG BE HU SK HR LT DK FI LU LV IE EE SI MT GB CY ?? EL
Total
86
60
48
29
56
44
19
16
20
20
20
14
19
19
11
10
9
11
8
6
7
9
6
6
5
56
5
1
18
icon: PPE PPE
189

Denmark PPE

For (1)

1

Finland PPE

1

Luxembourg PPE

3

Estonia PPE

For (1)

1

Malta PPE

2

Cyprus PPE

1
icon: S&D S&D
169

Netherlands S&D

3

Croatia S&D

2

Lithuania S&D

1

Finland S&D

1

Luxembourg S&D

For (1)

1

Latvia S&D

1

Ireland S&D

For (1)

1

Estonia S&D

For (1)

1

Slovenia S&D

For (1)

1

Malta S&D

3

Cyprus S&D

For (1)

1
icon: ALDE ALDE
58
2

Romania ALDE

3

Austria ALDE

For (1)

1

Portugal ALDE

1

Croatia ALDE

For (1)

1
2

Denmark ALDE

For (1)

1
3

Luxembourg ALDE

For (1)

1

Latvia ALDE

1

Ireland ALDE

For (1)

1

Estonia ALDE

3

Slovenia ALDE

For (1)

1

United Kingdom ALDE

1

ALDE

For (1)

1
icon: Verts/ALE Verts/ALE
44

Italy Verts/ALE

For (1)

1

Austria Verts/ALE

3

Netherlands Verts/ALE

2

Belgium Verts/ALE

1

Hungary Verts/ALE

1

Croatia Verts/ALE

For (1)

1

Lithuania Verts/ALE

For (1)

1

Denmark Verts/ALE

For (1)

1

Finland Verts/ALE

For (1)

1

Luxembourg Verts/ALE

For (1)

1

Latvia Verts/ALE

1

Estonia Verts/ALE

For (1)

1

United Kingdom Verts/ALE

4
icon: ECR ECR
64

Italy ECR

2

Romania ECR

For (1)

1

Netherlands ECR

2

Czechia ECR

2

Bulgaria ECR

1

Slovakia ECR

Abstain (1)

2

Croatia ECR

Abstain (1)

1

Lithuania ECR

Abstain (1)

1

Finland ECR

1

Latvia ECR

Abstain (1)

1

Cyprus ECR

Abstain (1)

1

Greece ECR

Against (1)

1
icon: EFDD EFDD
35

Germany EFDD

Against (1)

1

France EFDD

1

Poland EFDD

1

Sweden EFDD

2

Czechia EFDD

Abstain (1)

1

Lithuania EFDD

For (1)

1
icon: GUE/NGL GUE/NGL
41

Italy GUE/NGL

2

Sweden GUE/NGL

Abstain (1)

1

Netherlands GUE/NGL

3

Czechia GUE/NGL

2

Portugal GUE/NGL

Abstain (1)

3

Denmark GUE/NGL

Abstain (1)

1

Finland GUE/NGL

For (1)

1

Ireland GUE/NGL

3

United Kingdom GUE/NGL

Abstain (1)

1

Cyprus GUE/NGL

2
4
icon: ENF ENF
23

Poland ENF

2

Belgium ENF

Abstain (1)

1

United Kingdom ENF

Abstain (1)

1
icon: NI NI
15

Germany NI

For (1)

Against (1)

2

France NI

Against (1)

Abstain (1)

2
3

United Kingdom NI

Against (2)

Abstain (1)

3
AmendmentsDossier
66 2016/2065(INI)
2017/02/22 JURI 66 amendments...
source: 599.811

History

(these mark the time of scraping, not the official date of the change)

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  • date: 2017-02-22T00:00:00 docs: url: http://www.europarl.europa.eu/sides/getDoc.do?type=COMPARL&mode=XML&language=EN&reference=PE599.811 title: PE599.811 type: Amendments tabled in committee body: EP
  • date: 2017-11-20T00:00:00 docs: url: /oeil/spdoc.do?i=29561&j=0&l=en title: SP(2017)574 type: Commission response to text adopted in plenary
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  • date: 2017-05-09T00:00:00 type: Committee report tabled for plenary, single reading body: EP docs: url: http://www.europarl.europa.eu/sides/getDoc.do?type=REPORT&mode=XML&reference=A8-2017-0190&language=EN title: A8-0190/2017 summary: The Committee on Legal Affairs adopted the report by Enrico GASBARRA (S&D, IT) on cross-border mergers and divisions. Members recalled that in September 2014, the European Commission launched a public consultation procedure on cross-border mergers and divisions of undertakings. This consultation made it possible to gather information about the existing barriers to cross-border operations and about the amendments that needed to be made to existing legislation. Stressing the importance of establishing a framework which regulates comprehensively the mobility of undertakings at European level, Members called on the Commission to devote attention to the results of the public consultation and propose new rules on cross-border mergers and divisions in the objectives of boosting internal market and fostering workers’ rights. Members called for the revision of Directive 2005/56/EC on cross-border mergers of limited liability companies in order to improve its implementation and to take into account recent developments in both the case law of the CJEU on freedom of establishment of companies and in European company law. The future legislative proposal should contain a fresh set of rules covering divisions of companies and should set out guidelines for further legislation on the mobility of companies. Moreover, while recalling that Directive 82/891/EEC only regulates divisions of undertakings within a Member State, Members noted that the figures on domestic divisions show a real need to establish a special EU framework for cross-border divisions . The report considered it important that future legislative proposals on the mobility of undertakings should include provisions concerning maximum harmonisation – particularly regarding: procedural standards, assets and liabilities and accounting issues; the rights of minority shareholders ; the establishment of minimum standards of information, consultation and codetermination of workers to improve their protection, in particular against social dumping.
  • date: 2017-06-13T00:00:00 type: Results of vote in Parliament body: EP docs: url: https://oeil.secure.europarl.europa.eu/oeil/popups/sda.do?id=29561&l=en title: Results of vote in Parliament
  • date: 2017-06-13T00:00:00 type: Decision by Parliament, 1st reading/single reading body: EP docs: url: http://www.europarl.europa.eu/sides/getDoc.do?type=TA&language=EN&reference=P8-TA-2017-0248 title: T8-0248/2017 summary: The European Parliament adopted by 490 votes to 46, with 103 abstentions, a resolution on cross-border mergers and divisions. Members recalled that the obstacles to full implementation of the Directive on cross-border mergers and the fact that there is no European Union law on cross-border divisions of undertakings entails manifest procedural, administrative and financial difficulties for the businesses concerned, as well as the risk of abuses and dumping. The public consultation launched by the Commission in September 2014 provided information about the existing barriers to cross-border operations and about the amendments that needed to be made to existing legislation. Stressing the importance of establishing a framework which regulates comprehensively the mobility of undertakings at European level, Parliament called on the Commission to devote attention to the results of the public consultation and propose new rules on cross-border mergers and divisions in the objectives of boosting internal market and fostering workers’ rights. Mergers : Members called for the revision of Directive 2005/56/EC on cross-border mergers of limited liability companies in order to improve its implementation and to take into account recent developments in both the case law of the CJEU on freedom of establishment of companies and in European company law. The future legislative proposal should contain a fresh set of rules covering divisions of companies and should set out guidelines for further legislation on the mobility of companies. Divisions: while recalling that Directive 82/891/EEC only regulates divisions of undertakings within a Member State, Members noted that the figures on domestic divisions show a real need to establish a special EU framework for cross-border divisions . They stressed that any new directive should not be used as a formal instrument for divisions in an undertaking for the purpose of forum shopping to avoid legal obligations under national law. Necessary amendments : the resolution c onsidered it important that future legislative proposals on the mobility of undertakings should include provisions concerning maximum harmonisation – particularly regarding: procedural standards, assets and liabilities and accounting issues; the rights of minority shareholders ; the establishment of minimum standards of information, consultation and codetermination of workers to improve their protection, in particular against social dumping.
  • date: 2017-06-13T00:00:00 type: End of procedure in Parliament body: EP
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  • The Committee on Legal Affairs adopted the report by Enrico GASBARRA (S&D, IT) on cross-border mergers and divisions.

    Members recalled that in September 2014, the European Commission launched a public consultation procedure on cross-border mergers and divisions of undertakings. This consultation made it possible to gather information about the existing barriers to cross-border operations and about the amendments that needed to be made to existing legislation.

    Stressing the importance of establishing a framework which regulates comprehensively the mobility of undertakings at European level, Members called on the Commission to devote attention to the results of the public consultation and propose new rules on cross-border mergers and divisions in the objectives of boosting internal market and fostering workers’ rights.

    Members called for the revision of Directive 2005/56/EC on cross-border mergers of limited liability companies in order to improve its implementation and to take into account recent developments in both the case law of the CJEU on freedom of establishment of companies and in European company law.

    The future legislative proposal should contain a fresh set of rules covering divisions of companies and should set out guidelines for further legislation on the mobility of companies.

    Moreover, while recalling that Directive 82/891/EEC only regulates divisions of undertakings within a Member State, Members noted that the figures on domestic divisions show a real need to establish a special EU framework for cross-border divisions.

    The report considered it important that future legislative proposals on the mobility of undertakings should include provisions concerning maximum harmonisation – particularly regarding:

    • procedural standards,
    • assets and liabilities and accounting issues;
    • the rights of minority shareholders;
    • the establishment of minimum standards of information, consultation and codetermination of workers to improve their protection, in particular against social dumping.
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Cross border mergers and divisions
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