{"change_dates":[],"dossier":{"amendments":[{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-96","location":[["Proposal for a directive","Recital 1"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:02"},"new":["(1) The Directive (EU) 2017/1132 of","the European Parliament and of the","Council41 regulates cross-border mergers","of limited liability companies. These rules","represent a significant milestone in","improving the functioning of the Single","Market for companies and firms and to","exercise the freedom of establishment and,","at the same time, offer appropriate and","adequate protection to the parties","concerned, such as workers, creditors and","minority shareholders. However,","evaluation of these rules shows that there is","a need for modifications in cross-border","merger rules. Furthermore, it is appropriate","to provide for rules regulating cross-border","conversions.","_________________","41","Directive (EU) 2017/1132 of the","European Parliament and of the Council of","14 June 2017 relating to certain aspects of","company law (codification) (OJ L 169","30.6.2017, p. 46)."],"old":["(1) The Directive (EU) 2017/1132 of","the European Parliament and of the","Council41regulates cross-border mergers of","limited liability companies. These rules","represent a significant milestone in","improving the functioning of the Single","Market for companies and firms and to","exercise the freedom of establishment.","However, evaluation of these rules shows","that there is a need for modifications in","cross-border merger rules. Furthermore, it","is appropriate to provide for rules","regulating cross-border conversions and","divisions.","_________________","41","Directive (EU) 2017/1132 of the","European Parliament and of the Council of","14 June 2017 relating to certain aspects of","company law (codification) (OJ L 169,","30.6.2017, p. 46)."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"96","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-97","location":[["Proposal for a directive","Recital 1"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:03"},"new":["(1) The Directive (EU) 2017/1132 of","the European Parliament and of the","Council41 regulates cross-border mergers","of limited liability companies. These rules","represent a significant milestone in","improving the functioning of the Single","Market for companies and firms and to","exercise the freedom of establishment and","provide minimum protection for a series","of affected stakeholders. However,","evaluation of these rules shows that there is","a need for modifications in cross-border","merger rules. Furthermore, it is appropriate","to provide for rules regulating cross-border","conversions and divisions.","_________________","41","Directive (EU) 2017/1132 of the","European Parliament and of the Council of","14 June 2017 relating to certain aspects of","company law (codification) (OJ L 169,","30.6.2017, p. 46)."],"old":["(1) The Directive (EU) 2017/1132 of","the European Parliament and of the","","Council41 regulates cross-border mergers","of limited liability companies. These rules","represent a significant milestone in","improving the functioning of the Single","Market for companies and firms and to","exercise the freedom of establishment.","However, evaluation of these rules shows","that there is a need for modifications in","cross-border merger rules. Furthermore, it","is appropriate to provide for rules","regulating cross-border conversions and","divisions.","_________________","41","Directive (EU) 2017/1132 of the","European Parliament and of the Council of","14 June 2017 relating to certain aspects of","company law (codification) (OJ L 169,","30.6.2017, p. 46)."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"97","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-98","location":[[" Proposal for a directive","Recital 2"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:03"},"new":["(2) Freedom of establishment is one of","the fundamental principles of Union law.","Under the second paragraph of Article 49","of the Treaty on the Functioning of the","European Union (\u2018TFEU\u2019), when read in","conjunction with Article 54 of the TFEU,","the freedom of establishment for","companies or firms includes, inter alia, the","right to form and manage such companies","or firms under the conditions laid down by","the legislation of the Member State of","establishment. This has been extensively","interpreted by the Court of Justice of the","European Union as encompassing the right","of a company or firm formed in accordance","with the legislation of a Member State to","convert itself into a company or firm","governed by the law of another Member","State, provided that the conditions laid","down by the legislation of that other","Member State are satisfied and, in","particular, that the test adopted by the latter","Member State to determine the connection","of a company or firm to its national legal","order is satisfied. Moreover, additional","elements such as the existence of","economic substance criteria are","particularly important to take into","account in order to avoid the misuse of","this fundamental freedom for fraud","purposes."],"old":["(2) Freedom of establishment is one of","the fundamental principles of Union law.","Under the second paragraph of Article 49","of the Treaty on the Functioning of the","European Union (\u2018TFEU\u2019), when read in","conjunction with Article 54 of the TFEU,","the freedom of establishment for","companies or firms includes, inter alia, the","right to form and manage such companies","or firms under the conditions laid down by","the legislation of the Member State of","establishment. This has been interpreted by","the Court of Justice of the European Union","as encompassing the right of a company or","","firm formed in accordance with the","legislation of a Member State to convert","itself into a company or firm governed by","the law of another Member State, provided","that the conditions laid down by the","legislation of that other Member State are","satisfied and, in particular, that the test","adopted by the latter Member State to","determine the connection of a company or","firm to its national legal order is satisfied."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"98","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-99","location":[["Proposal for a directive","Recital 2 a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:03"},"new":["(2a) While competition in the single","market and the freedom of establishment","are key principles of the Union, the","freedom of companies to move their","registered office from one Member State","to another is based on undesired system","competition between Member States","fuelled by an unlevel playing field with","different national provisions in social and","fiscal policies. Abusive conversions,","mergers or divisions constituting artificial","arrangements or social dumping, but also","reducing fiscal obligations or","undercutting social rights of employees","are therefore to be avoided in order to","respect Treaty principles and European","values. The case law of the European","Court of Justice regarding a very far-","reaching right to cross-border","conversions is regrettable, as the","possibility for firms to move their","registered office without moving core","activities has contributed to","incomprehension and anti-European","sentiments by employees and other","stakeholders as regards this problematic","form of competition."],"old":[""],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"99","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-100","location":[[" Proposal for a directive","Recital 2 b (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:03"},"new":["(2b) Moving towards a common and","consolidated corporate tax system at the","Union level and ensuring minimum","common social standards in all Member","States should be a pre-condition for","common rules on company mobility, to","allow for fair competition and a level","playing field that does not put any","Member State or stakeholder at a","disadvantage."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"100","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-101","location":[[" Proposal for a directive","Recital 3"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:03"},"new":["(3) In the absence of harmonisation of","Union law, the definition of the connecting","factor that determines the national law","applicable to a company or firm falls, in","accordance with Article 54 of the TFEU,","within the competence of each Member","State to so define. Article 54 of the TFEU","places the factor of the registered office,","the central administration and the principal","place of business of a company or firm at","the same degree of connection. Given the","contradictions arising from the freedom of","establishment and the absence of a level","playing field in the form of common","coherent social and fiscal rules between","Member States, it is crucial to strike a","balance between companies\u2019 right to","converge, merge and divide and other","Treaty principles. Cross-border","conversions should be conditioned to the","company moving its registered office","together with its head office in order to","carry out a substantial part of its","economic activity in the Member State of","destination."],"old":["(3) In the absence of harmonisation of","Union law, the definition of the connecting","factor that determines the national law","applicable to a company or firm falls, in","accordance with Article 54 of the TFEU,","within the competence of each Member","State to so define. Article 54 of the TFEU","places the factor of the registered office,","the central administration and the principal","place of business of a company or firm at","the same degree of connection. Therefore,","as clarified in case-law,42 where the","Member State of new establishment,","namely the destination Member State,","requires only the transfer of the registered","office as a connecting factor for the","existence of a company under its national","legislation, the fact that only the","registered office (and not the central","administration or principal place of","business) is transferred does not as such","exclude the applicability of the freedom of","establishment under Article 49 of the","TFEU. The choice of the specific form of","company in cross-border mergers,","conversions and divisions or the choice of","a Member State of establishment are","inherent in the exercise of the freedom of","establishment guaranteed by the TFEU as","part of a Single Market.","_________________","42Judgment of the Court of Justice of 25","October 2017, Polbud \u2013 Wykonawstwo, C-","106/16, ECLI:EU:C:2017:804, paragraph","29."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"101","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-102","location":[["Proposal for a directive","Recital 4"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:03"},"new":["(4) These developments in the case-law","have opened up new opportunities for","companies and firms in the Single Market","in order to foster economic growth,","effective competition and productivity. At","the same time, the objective of a Single","Market without internal borders for","companies must also be reconciled with","other objectives of European integration","such as social protection (in particular the","protection of workers), the protection of","creditors and the protection of","shareholders, as well as the fight against","attacks on financial interests of the Union","via for example money laundering and","tax evasion. Similarly, the Union","committed to respect the EU Charter of","Fundamental Rights. The freedom of","establishment shall in no way undermine","other values and principles guaranteed by","the TFEU such as the promotion of a","high level of employment and the","guarantee of adequate social protection","(Article 9), improved living and working","conditions and dialogue between","management and labour, the development","of human resources with a view to lasting","high employment and the combating of","exclusion (Article 151) or countering","fraud and any other illegal activities","affecting the financial interests of the","Union (Article 310). Such objectives, in","the absence of harmonised rules","specifically regarding cross-border","conversions, are pursued by Member States","through a number of multifarious legal","provisions and administrative practices. As","a result, whereas companies are already","able to merge cross-border, they","experience a number of legal and practical","difficulties when wishing to perform a","cross-border conversion. Moreover, the","national legislation of many Member States","provides for the procedure of domestic","conversions without offering an equivalent","procedure for converting cross-border."],"old":["(4) These developments in the case-law","have opened up new opportunities for","companies and firms in the Single Market","in order to foster economic growth,","effective competition and productivity. At","the same time, the objective of a Single","Market without internal borders for","companies must also be reconciled with","other objectives of European integration","such as social protection (in particular the","protection of workers), the protection of","creditors and the protection of","shareholders. Such objectives, in the","absence of harmonised rules specifically","regarding cross-border conversions, are","pursued by Member States through a","number of multifarious legal provisions","and administrative practices. As a result,","whereas companies are already able to","merge cross-border, they experience a","number of legal and practical difficulties","when wishing to perform a cross-border","conversion. Moreover, the national","legislation of many Member States","provides for the procedure of domestic","conversions without offering an equivalent","procedure for converting cross-border."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"102","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-103","location":[["Proposal for a directive","Recital 6"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:03"},"new":["(6) It is appropriate therefore to","provide procedural and substantive rules on","cross-border conversions which would","simplify freedom of establishment and at","the same time provide strong protection for","stakeholders such as employees, creditors","and minority shareholders."],"old":["(6) It is appropriate therefore to","provide procedural and substantive rules on","cross-border conversions which would","contribute to the abolition of restrictions","on freedom of establishment and provide at","the same time adequate and proportionate","protection for stakeholders such as","employees, creditors and minority","shareholders."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"103","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-104","location":[["Proposal for a directive","Recital 6"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:03"},"new":["(6) It is appropriate therefore to","provide procedural and substantive rules on","cross-border conversions which would","contribute to the abolition of restrictions on","freedom of establishment and provide at","the same time the necessary protection for","stakeholders such as employees, creditors","and minority shareholders."],"old":["(6) It is appropriate therefore to","provide procedural and substantive rules on","cross-border conversions which would","contribute to the abolition of restrictions on","freedom of establishment and provide at","the same time adequate and proportionate","protection for stakeholders such as","employees, creditors and minority","shareholders."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"104","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-105","location":[[" Proposal for a directive","Recital 6 a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:03"},"new":["(6a) The current fragmentation of legal","frameworks in the Union leads to legal","uncertainty and opportunities for abuses","related to tax and social obligations or","legal or contractual rights of employees,","members and creditors. It is therefore","important for competent authorities to","check whether cross-border conversions,","mergers and divisions are not used to","create artificial arrangements. For the","purpose of this Directive, an artificial","arrangement can be understood either as","unduly prejudicing the legal or","contractual rights of employees, members","and creditors or as defeating the object,","spirit and purpose of tax provisions that","would otherwise apply, regardless of the","intentions of the taxpayers. For the","assessment of an artificial arrangement","for tax purposes, competent authorities in","the Member States shall take into account","at least a number of factors laid down in","Commission\u2019s Recommendation of 6","December 2012 (2012/772/EU) on","\u201caggressive tax planning\u201d. Competent","authorities shall assess the existence of","artificial arrangements by reference to","their economic substance."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"105","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Paul Tang","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-106","location":[[" Proposal for a directive","Recital 7"]],"meps":[125020],"meta":{"created":"2019-07-03T06:12:03"},"new":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may not under any circumstances be","used for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create artificial arrangements.","The procedure set out in this Directive","aims at protecting the discretion of the","Member States to impose corporate taxes","on profits and employee representation","obligations on companies. Member States","should be allowed to block conversions","and mergers where these would amount to","artificial arrangements entered into by","companies with the intention of evading","future obligations resulting from national","rules on taxation and employee","participation. The employee participation","body should give its consent to any cross","border conversion or merger. Any","derogation from a fundamental right or","freedom, the fight against abuses must be","interpreted strictly and be based on an","individual assessment of all relevant","circumstances. A procedural and","substantive framework which describes the","margin of discretion and allows for the","diversity of approach by Member States","whilst at the same time setting out the","requirements to streamline the actions to be","taken by national authorities to fight abuses","in conformity with Union law should be","laid down."],"old":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create artificial arrangements","aimed at obtaining undue tax advantages","or at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be interpreted","strictly and be based on an individual","assessment of all relevant circumstances. A","procedural and substantive framework","which describes the margin of discretion","and allows for the diversity of approach by","Member States whilst at the same time","setting out the requirements to streamline","the actions to be taken by national","authorities to fight abuses in conformity","with Union law should be laid down."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"106","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-107","location":[[" Proposal for a directive","Recital 7"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:03"},"new":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create artificial arrangements","aimed at obtaining undue tax advantages or","at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. The fight against abuses must","be based on an individual assessment of all","relevant circumstances. A common","procedural and substantive framework to","set out the requirements to streamline the","actions to be taken by national authorities","to fight abuses in conformity with Union","law should be laid down."],"old":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create artificial arrangements","aimed at obtaining undue tax advantages or","at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be","interpreted strictly and be based on an","individual assessment of all relevant","circumstances. A procedural and","substantive framework which describes the","margin of discretion and allows for the","diversity of approach by Member States","whilst at the same time setting out the","requirements to streamline the actions to be","taken by national authorities to fight abuses","in conformity with Union law should be","laid down."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"107","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-108","location":[["Proposal for a directive","Recital 7"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:03"},"new":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create purely artificial","arrangements. Member States should be","able to block the possibility of conversions","and mergers leading to artificial","arrangements resorted to by undertakings","with the aim of evading future obligations","arising from national rules on taxation","and employee participation. In so far as it","constitutes a derogation from a","fundamental freedom, the fight against","abuses must be interpreted strictly and be","based on an individual assessment of all","relevant circumstances. A procedural and","substantive framework which describes the","margin of discretion and allows for the","diversity of approach by Member States","whilst at the same time setting out the","requirements to streamline the actions to be","taken by national authorities to fight abuses","in conformity with Union law should be","laid down."],"old":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create artificial arrangements","aimed at obtaining undue tax advantages","or at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be interpreted","strictly and be based on an individual","assessment of all relevant circumstances. A","procedural and substantive framework","which describes the margin of discretion","and allows for the diversity of approach by","Member States whilst at the same time","setting out the requirements to streamline","the actions to be taken by national","authorities to fight abuses in conformity","with Union law should be laid down."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"108","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-109","justification":" See justification for amendment to Article 86c.","meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:03"},"new":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. With the","aim of preventing the possibility of such","abuses in the field of taxation, and taking","into account ECJ case-law on freedom of","establishment and the OECD BEPS","recommendations, legislation has already","been adopted at EU level to combat tax","avoidance practices, such as Directive","(EU) 2016/1164 of 12 June 2016 laying","down rules against tax avoidance practices","that directly affect the functioning of the","internal market. In the event of cross-","border conversion, Member States must","ensure that a company intending to","undertake such a conversion complies","with these rules. In addition, in order to","ensure that the legal or contractual rights","of employees, creditors or members are","not undermined, further appropriate","safeguards are necessary."],"old":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States","are required to ensure that companies do","not use the cross-border conversion","procedure in order to create artificial","arrangements aimed at obtaining undue","tax advantages or at unduly prejudicing","the legal or contractual rights of","employees, creditors or members. In so","far as it constitutes a derogation from a","fundamental freedom, the fight against","abuses must be interpreted strictly and be","based on an individual assessment of all","relevant circumstances. A procedural and","substantive framework which describes","the margin of discretion and allows for","the diversity of approach by Member","States whilst at the same time setting out","the requirements to streamline the actions","to be taken by national authorities to fight","abuses in conformity with Union law","should be laid down."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"109","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-110","location":[["Proposal for a directive","Recital 9"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:03"},"new":["(9) Given the complexity of cross-","border conversions and the multitude of the","interests concerned, it is appropriate to","provide for an ex-ante control in order to","create legal certainty. To that effect, a","structured and multi-layered procedure","should be set out whereby the competent","authorities of both the departure and the","destination Member State ensure that a","decision on the approval of a cross-border","conversion is taken in a fair, objective and","non-discriminatory manner on the basis of","all relevant elements and by taking into","account all legitimate public interests, in","particular, the protection of employees,","members and creditors. Procedures should","also be in place for situations where","additional information is available after","the conversion but question whether the","conversion has been done for abusive","purposes."],"old":["(9) Given the complexity of cross-","border conversions and the multitude of the","interests concerned, it is appropriate to","provide for an ex-ante control in order to","create legal certainty. To that effect, a","structured and multi-layered procedure","should be set out whereby the competent","authorities of both the departure and the","destination Member State ensure that a","decision on the approval of a cross-border","conversion is taken in a fair, objective and","non-discriminatory manner on the basis of","all relevant elements and by taking into","account all legitimate public interests, in","particular, the protection of employees,","members and creditors."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"110","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-111","location":[["Proposal for a directive","Recital 10"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:03"},"new":["(10) To allow all stakeholders'","legitimate interests to be taken into","account in the procedures governing a","cross-border conversion, the company","should disclose the draft terms of the cross-","border conversion containing the","information about the proposed cross-","border conversion, including the envisaged","new company form and the rationale","behind the conversion; the instrument of","constitution and the proposed timetable for","the conversion. Members, creditors and","employees of the company carrying out the","cross-border conversion should be notified","so that they can submit comments with","regard to the proposed conversion. Such","comments should be made public."],"old":["(10) To allow all stakeholders'","legitimate interests to be taken into account","in the procedure governing a cross-border","conversion, the company should disclose","the draft terms of the cross-border","conversion containing the most important","information about the proposed cross-","border conversion, including the envisaged","","new company form, the instrument of","constitution and the proposed timetable for","the conversion. Members, creditors and","employees of the company carrying out the","cross-border conversion should be notified","in order that they can submit comments","with regard to the proposed conversion."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"111","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-112","location":[[" Proposal for a directive","Recital 10"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:03"},"new":["(10) To allow all stakeholders'","legitimate interests to be taken into account","in the procedure governing a cross-border","conversion, the company should disclose","the draft terms of the cross-border","conversion containing the most important","information about the proposed cross-","border conversion, including the envisaged","new company form, the instrument of","constitution and the proposed timetable for","the conversion. Members, creditors, trade","unions and employees of the company","carrying out the cross-border conversion","should be notified in order that they can","submit comments with regard to the","proposed conversion."],"old":["(10) To allow all stakeholders'","legitimate interests to be taken into account","in the procedure governing a cross-border","conversion, the company should disclose","the draft terms of the cross-border","conversion containing the most important","information about the proposed cross-","border conversion, including the envisaged","new company form, the instrument of","constitution and the proposed timetable for","the conversion. Members, creditors and","employees of the company carrying out the","cross-border conversion should be notified","in order that they can submit comments","with regard to the proposed conversion."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"112","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-113","meps":[96730],"meta":{"created":"2019-07-03T06:12:03"},"new":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should prepare","a report explaining the implications of the","proposed cross-border conversion for","employees. The report should explain in","particular the implications of the proposed","cross-border conversion on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the employment relationships","and the locations of the companies\u2019 places","of business and how each of these factors","would relate to any subsidiaries of the","company. The provision of the report","should be without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of Directive","2002/14/EC of the European Parliament","and of the Council43 or Directive","2009/38/EC of the European Parliament","and of the Council44.","_________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"old":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should prepare","a report explaining the implications of the","proposed cross-border conversion for","employees. The report should explain in","particular the implications of the proposed","cross-border conversion on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the employment relationships","and the locations of the companies\u2019 places","of business and how each of these factors","would relate to any subsidiaries of the","company. This requirement should not","however apply where the only employees","of the company are in its administrative","organ. The provision of the report should","be without prejudice to the applicable","information and consultation proceedings","instituted at national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive 2009/38/EC of the","European Parliament and of the Council44 .","_________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"113","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-114","location":[[" Proposal for a directive","Recital 12"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:04"},"new":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should prepare","a report explaining the implications of the","proposed cross-border conversion for","employees. The report should explain in","particular the implications of the proposed","cross-border conversion on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the employment relationships,","including changes to salaries and to the","nature of the employment relationship,","and the locations of the companies\u2019 places","of business and how each of these factors","would relate to any subsidiaries of the","company. This requirement should not","however apply where the only employees","of the company are in its administrative","organ. The provision of the report should","be without prejudice to the applicable","information and consultation proceedings","instituted at national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive of the European","Parliament and of the Council44 .","_________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"old":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should prepare","a report explaining the implications of the","proposed cross-border conversion for","employees. The report should explain in","particular the implications of the proposed","cross-border conversion on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the employment relationships","and the locations of the companies\u2019 places","of business and how each of these factors","would relate to any subsidiaries of the","company. This requirement should not","however apply where the only employees","of the company are in its administrative","organ. The provision of the report should","be without prejudice to the applicable","information and consultation proceedings","instituted at national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43or Directive 2009/38/EC of the","European Parliament and of the Council44.","_________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"orig_lang":"pt","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"114","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-115","location":[["Proposal for a directive","Recital 12 a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:04"},"new":["(12a) Companies willing to make full","use of the benefits of the internal market","through cross-border conversions shall","submit in return to an adequate level of","transparency and good corporate","governance. Public Country by Country","Reporting is an efficient and appropriate","tool to increase transparency of","multinational enterprises activities and to","enable the public to assess their impact on","the real economy. It will also improve","shareholders ability to properly evaluate","the risks taken by companies, lead to","investment strategies based on accurate","information and enhance decision-makers","possibility to assess the efficiency and the","impact of national legislations. Therefore,","a set of financial information shall be","published ahead of the cross-border","operation ahead of its execution."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"115","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-116","location":[[" Proposal for a directive","Recital 13"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:04"},"new":["(13) In order to assess the accuracy of","the information contained in the draft terms","of conversion and merger and in the","reports addressed to the members and","employees and to provide factual elements","necessary to assess whether the proposed","conversion constitutes an artificial","arrangement, an independent expert report","should be required to be prepared in order","to assess the proposed cross-border","conversion and merger. In order to","guarantee the independence of the expert,","the expert should be appointed jointly by","the competent authority, at the request of","the company and, if available, by the","competent body of the organisation","representing the company\u2019s employees. In","this context, the expert report should","present all relevant information to enable","the competent authority in the departure","Member State to take an informed decision","as to whether or not to issue the pre-","conversion certificate. To this end, the","expert should be able to obtain all the","relevant company information and","documents and carry out all necessary","investigations in order to gather all the","evidence required. He or she should also","be required to receive and consider","comments and opinions from financial","authorities, social insurance bodies, the","representatives of the employees of the","company, or, where there are no such","representatives, from the employees","themselves and also from the creditors","and members of the company. The expert","should use information, in particular net","turnover and profit or loss, number of","employees and the composition of balance","sheet collected by the company in view of","the preparation of financial statements in","accordance with Union law and the law of","Member States. However, in order to","protect any confidential information,","including business secrets of the company,","the critical parts of such information","should be redacted before being made","publicly available as part of the final","report."],"old":["(13) In order to assess the accuracy of","the information contained in the draft terms","of conversion and in the reports addressed","to the members and employees and to","provide factual elements necessary to","assess whether the proposed conversion","constitutes an artificial arrangement, an","independent expert report should be","required to be prepared in order to assess","the proposed cross-border conversion. In","order to secure the independence of the","expert, the expert should be appointed by","the competent authority, following an","application by the company. In this","context, the expert report should present all","relevant information to enable the","competent authority in the departure","Member State to take an informed decision","as to whether or not to issue the pre-","conversion certificate. To this end, the","expert should be able to obtain all the","relevant company information and","documents and carry out all necessary","investigations in order to gather all the","evidence required. The expert should use","information, in particular net turnover and","profit or loss, number of employees and the","composition of balance sheet collected by","the company in view of the preparation of","financial statements in accordance with","Union law and the law of Member States.","However, in order to protect any","confidential information, including","business secrets of the company, such","information should not form part of the","expert\u2019s final report which itself would be","publically available.",""],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"116","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-117","location":[["Proposal for a directive","Recital 13"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:04"},"new":["(13) In order to assess the accuracy of","the information contained in the draft terms","of conversion and in the reports addressed","to the members and employees and to","provide factual elements necessary to","assess whether the proposed conversion","constitutes an artificial arrangement, an","independent expert report should be","required to be prepared in order to assess","the proposed cross-border conversion. In","order to secure the independence of the","expert, the expert should be appointed by","the competent authority, following an","application by the company. In this","context, the expert report should present all","relevant information to enable the","competent authority in the departure","Member State to take an informed decision","as to whether or not to issue the pre-","conversion certificate. To this end, the","expert should be able to obtain all the","relevant company information and","documents and carry out all necessary","investigations in order to gather all the","evidence required. The expert should use","information, in particular net turnover and","profit or loss, number of employees and the","composition of balance sheet collected by","the company in view of the preparation of","financial statements in accordance with","Union law and the law of Member States."],"old":["(13) In order to assess the accuracy of","the information contained in the draft terms","of conversion and in the reports addressed","to the members and employees and to","provide factual elements necessary to","assess whether the proposed conversion","constitutes an artificial arrangement, an","independent expert report should be","required to be prepared in order to assess","the proposed cross-border conversion. In","order to secure the independence of the","expert, the expert should be appointed by","the competent authority, following an","application by the company. In this","context, the expert report should present all","relevant information to enable the","competent authority in the departure","Member State to take an informed decision","as to whether or not to issue the pre-","conversion certificate. To this end, the","expert should be able to obtain all the","relevant company information and","documents and carry out all necessary","investigations in order to gather all the","evidence required. The expert should use","information, in particular net turnover and","profit or loss, number of employees and the","","composition of balance sheet collected by","the company in view of the preparation of","financial statements in accordance with","Union law and the law of Member States.","However, in order to protect any","confidential information, including","business secrets of the company, such","information should not form part of the","expert\u2019s final report which itself would be","publically available."],"orig_lang":"pt","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"117","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-118","justification":"See amendments to Articles 86c, 86e and 86f.","location":[[" Proposal for a directive","Recital 13"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:04"},"new":["(13) In order to assess the planned","cross-border conversion, the report of an","independent expert should be required,","reviewing the accuracy of the information","in the draft terms of conversion and in the","report to the members and employees. In","order to assess the accuracy of the","information contained in the draft terms","of conversion and in the report addressed","to the members and employees, an","independent expert report should be","required to be prepared in order to assess","the proposed cross-border conversion In","order to secure the independence of the","expert, the expert should be appointed by","the competent authority, following an","application by the company. In this","context, the expert report should present all","relevant information to enable the","competent authority in the departure","Member State to take an informed decision","as to whether or not to issue the pre-","conversion certificate. To this end, the","expert should be able to obtain all the","relevant company information and","documents and carry out all necessary","investigations in order to gather all the","evidence required. The expert should use","information, in particular net turnover and","profit or loss, number of employees and the","composition of balance sheet collected by","the company in view of the preparation of","financial statements in accordance with","Union law and the law of Member States.","However, in order to protect any","confidential information, including","business secrets of the company, such","information should not form part of the","expert\u2019s final report which itself would be","publically available."],"old":["(13) In order to assess the accuracy of","the information contained in the draft","terms of conversion and in the reports","addressed to the members and employees","and to provide factual elements necessary","to assess whether the proposed conversion","constitutes an artificial arrangement, an","independent expert report should be","required to be prepared in order to assess","the proposed cross-border conversion. In","order to secure the independence of the","expert, the expert should be appointed by","the competent authority, following an","application by the company. In this","context, the expert report should present all","relevant information to enable the","competent authority in the departure","Member State to take an informed decision","as to whether or not to issue the pre-","conversion certificate. To this end, the","expert should be able to obtain all the","relevant company information and","documents and carry out all necessary","investigations in order to gather all the","evidence required. The expert should use","","information, in particular net turnover and","profit or loss, number of employees and the","composition of balance sheet collected by","the company in view of the preparation of","financial statements in accordance with","Union law and the law of Member States.","However, in order to protect any","confidential information, including","business secrets of the company, such","information should not form part of the","expert\u2019s final report which itself would be","publically available."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"118","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-119","location":[["Proposal for a directive","Recital 13"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:04"},"new":["(13) In order to assess the accuracy of","the information contained in the draft terms","of conversion and in the reports addressed","to the members and employees and to","provide factual elements necessary to","assess whether the proposed conversion","constitutes an artificial arrangement, the","competent authority in the departure","Member State shall prepare a report in","order to assess the proposed cross-border","conversion. In this context, the report","should present all relevant information to","take an informed decision as to whether or","not to issue the pre-conversion certificate.","To this end, the competent authority","should always organise a meeting with","representatives of employees and should","be able to obtain all the relevant company","information and documents and carry out","all necessary investigations in order to","gather all the evidence required. The","competent authority should use","information, in particular net turnover and","profit or loss, number of employees and the","composition of balance sheet collected by","the company in view of the preparation of","financial statements in accordance with","Union law and the law of Member States.","However, in order to protect","any confidential information, such","information should not form part of the","competent authority\u2019s final report, which","itself should be publically available."],"old":["(13) In order to assess the accuracy of","the information contained in the draft terms","of conversion and in the reports addressed","to the members and employees and to","provide factual elements necessary to","assess whether the proposed conversion","constitutes an artificial arrangement, an","independent expert report should be","required to be prepared in order to assess","the proposed cross-border conversion. In","order to secure the independence of the","expert, the expert should be appointed by","the competent authority, following an","application by the company. In this","context, the expert report should present all","","relevant information to enable the","competent authority in the departure","Member State to take an informed decision","as to whether or not to issue the pre-","conversion certificate. To this end, the","expert should be able to obtain all the","relevant company information and","documents and carry out all necessary","investigations in order to gather all the","evidence required. The expert should use","information, in particular net turnover and","profit or loss, number of employees and the","composition of balance sheet collected by","the company in view of the preparation of","financial statements in accordance with","Union law and the law of Member States.","However, in order to protect any","confidential information, including","business secrets of the company, such","information should not form part of the","expert\u2019s final report which itself would be","publically available."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"119","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-120","location":[[" Proposal for a directive","Recital 14"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:04"},"new":["deleted"],"old":["(14) With a view to avoiding","disproportionate costs and burdens for","smaller companies carrying out the cross-","border conversion, micro and small","enterprises, as defined in the Commission","Recommendation 2003/361/EC45, should","be exempted from the requirement to","produce an independent expert report.","However, these companies can resort to","an independent expert report to prevent","litigation costs with creditors.","_________________","","","45Commission Recommendation","2003/361/EC of 6 May 2003 concerning","the definition of micro, small and","medium-sized enterprises (OJ L 124,","20.5.2003, p. 36)."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"120","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-121","location":[["Proposal for a directive","Recital 14"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:04"},"new":["(14) With a view to avoiding","disproportionate costs and burdens for","smaller companies carrying out the cross-","border conversion, micro and small","enterprises, as defined in the Commission","Recommendation 2003/361/EC45,should be","exempted from the requirement to obtain","an assessment by the competent authority.","However, these companies can resort to","such assessment to prevent litigation costs","with creditors.","_________________","45","Commission Recommendation","2003/361/EC of 6 May 2003 concerning","the definition of micro, small and medium-","sized enterprises (OJ L 124, 20.5.2003, p.","36)."],"old":["(14) With a view to avoiding","disproportionate costs and burdens for","smaller companies carrying out the cross-","border conversion, micro and small","enterprises, as defined in the Commission","Recommendation 2003/361/EC45 , should","be exempted from the requirement to","produce an independent expert report.","However, these companies can resort to an","independent expert report to prevent","litigation costs with creditors.","_________________","45","Commission Recommendation","2003/361/EC of 6 May 2003 concerning","the definition of micro, small and medium-","sized enterprises (OJ L 124, 20.5.2003, p.","36)."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"121","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-122","location":[["Proposal for a directive","Recital 15"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:04"},"new":["(15) On the basis of the draft terms of","conversion and the reports, the general","meeting of the members of the company","should decide on whether or not to approve","those draft terms. It is important that the","majority requirement for such a vote","should be sufficiently high in order to","ensure that the decision to convert is a","collective one."],"old":["(15) On the basis of the draft terms of","conversion and the reports, the general","meeting of the members of the company","should decide on whether or not to approve","those draft terms. It is important that the","majority requirement for such a vote","should be sufficiently high in order to","ensure that the decision to convert is a","collective one. In addition, members","should also have the right to vote on any","arrangements concerning employee","participation, if they have reserved that","right during the general meeting."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"122","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-123","location":[[" Proposal for a directive","Recital 15"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:04"},"new":["(15) The general meeting of the","members and the plenary meeting of the","workers' council shall be responsible for","approving those draft terms. It is important","that the majority requirement for such a","vote should be sufficiently high in order to","ensure that the decision to convert is a","collective one. In addition, members","should also have the right to vote on any","arrangements concerning employee","participation, if they have reserved that","right during the general meeting."],"old":["(15) On the basis of the draft terms of","conversion and the reports, the general","meeting of the members of the company","should decide on whether or not to","approve those draft terms. It is important","that the majority requirement for such a","vote should be sufficiently high in order to","ensure that the decision to convert is a","collective one. In addition, members","should also have the right to vote on any","arrangements concerning employee","participation, if they have reserved that","right during the general meeting."],"orig_lang":"pt","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"123","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-124","justification":"It is more appropriate to limit this entitlement to the members who have explicitly objected to\nthe draft terms of division. In addition, it is questionable why a member who has accepted the\noffer of cash compensation should be permitted to seek a judicial review despite the fact that\nthe member would leave the company after accepting the offer.","location":[["Proposal for a directive","Recital 16"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:04"},"new":["(16) It is appropriate that members who","held voting rights and who have explicitly","objected to the draft terms of conversion","should be afforded the right to exit the","company. Those members should be able","to leave the company and receive cash","compensation for their shares equivalent to","the value of their shares. Furthermore,","members who have refused the offer of","cash compensation because they do not","consider the compensation to be adequate","should have a right to challenge the","calculation and adequacy of that cash","compensation offered before a court."],"old":["(16) It is appropriate that those members","who held voting rights and who did not","vote to approve the draft terms of","conversion and those members without","voting rights, who could not present their","position, should be afforded the right to","exit the company. Those members should","be able to leave the company and receive","cash compensation for their shares","equivalent to the value of their shares.","Furthermore, they should have a right to","challenge the calculation and adequacy of","that cash compensation offered before a","court."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"124","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Olle Ludvigsson","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-125","location":[["Proposal for a directive","Recital 16"]],"meps":[96673],"meta":{"created":"2019-07-03T06:12:04"},"new":["(16) It is appropriate that those members","who held voting rights and who did not","vote to approve the draft terms of","conversion and those members without","voting rights, who could not present their","position, should be afforded the right to","exit the company. Those members should","be able to leave the company and receive","cash compensation for their shares","equivalent to the value of their shares.","Furthermore, they should have a right to","challenge the calculation and adequacy of","that cash compensation offered before a","court or by arbitration."],"old":["(16) It is appropriate that those members","who held voting rights and who did not","vote to approve the draft terms of","conversion and those members without","voting rights, who could not present their","position, should be afforded the right to","exit the company. Those members should","be able to leave the company and receive","","cash compensation for their shares","equivalent to the value of their shares.","Furthermore, they should have a right to","challenge the calculation and adequacy of","that cash compensation offered before a","court."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"125","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-126","location":[[" Proposal for a directive","Recital 18"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:04"},"new":["(18) In order to guarantee the","appropriate protection of creditors in cases","where they are not satisfied with the","protection offered by the company in the","draft terms of the cross-border conversion,","creditors may apply to the competent","judicial or administrative authority of the","departure Member State for the adequate","the safeguards. In order to facilitate the","assessment of prejudice, certain","presumptions should be laid down whereby","creditors would be deemed not to be","prejudiced by a cross-border conversion,","where the risk of loss to a creditor is","remote. A presumption should arise where","creditors are offered a right to payment","against the converted company or against a","third party guarantee of equivalent value to","the creditor's original claim and which can","be brought in the same jurisdiction as the","original claim. The creditor protection","provided for in this Directive should be","without prejudice to national laws of the","Member State of departure concerning","payment to public bodies, including","taxation or social security contributions."],"old":["(18) In order to guarantee the","appropriate protection of creditors in cases","where they are not satisfied with the","protection offered by the company in the","draft terms of the cross-border conversion,","creditors may apply to the competent","judicial or administrative authority of the","departure Member State for the adequate","the safeguards. In order to facilitate the","assessment of prejudice, certain","presumptions should be laid down whereby","creditors would be deemed not to be","prejudiced by a cross-border conversion,","where the risk of loss to a creditor is","remote. A presumption should arise where","an independent expert report concludes","that there is no reasonable likelihood that","the creditors would be prejudiced or","where creditors are offered a right to","payment against the converted company or","against a third party guarantee of","equivalent value to the creditor's original","claim and which can be brought in the","same jurisdiction as the original claim. The","creditor protection provided for in this","Directive should be without prejudice to","national laws of the Member State of","departure concerning payment to public","","bodies, including taxation or social security","contributions."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"126","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-127","location":[["Proposal for a directive","Recital 19"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:05"},"new":["(19) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border conversion,","where the company carrying out the cross-","border conversion is operating under an","employee participation system in the","departure Member State, the company","should be obliged to take a legal form","allowing for the exercise of such","equivalent participation, including through","the presence of representatives of the","employees in the appropriate management","or supervisory organ of the company in the","destination Member State. Moreover, in","such a case, a bona fide negotiation","between the company and its employees","should take place in a timely manner","ahead of the conversion, along the lines of","the procedure provided for in Directive","2001/86/EC, with a view to finding an","amicable solution reconciling the right of","the company to carry out a cross-border","conversion with the employees' rights of","participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","in the Annex to Directive 2001/86/EC","should apply, mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","participation rights through carrying out","subsequent domestic or cross-border","conversion, merger or division within","ten years."],"old":["(19) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border conversion,","where the company carrying out the cross-","border conversion is operating under an","employee participation system in the","departure Member State, the company","should be obliged to take a legal form","allowing for the exercise of such","participation, including through the","presence of representatives of the","employees in the appropriate management","or supervisory organ of the company in the","destination Member State. Moreover, in","such a case, a bona fide negotiation","between the company and its employees","should take place, along the lines of the","procedure provided for in Directive","2001/86/EC, with a view to finding an","amicable solution reconciling the right of","the company to carry out a cross-border","conversion with the employees' rights of","participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","in the Annex to Directive 2001/86/EC","should apply, mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","participation rights through carrying out","","subsequent domestic or cross-border","conversion, merger or division within three","years."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"127","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-128","location":[[" Proposal for a directive","Recital 19"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:05"},"new":["(19) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border conversion,","where the company carrying out the cross-","border conversion is operating under an","employee participation system in the","departure Member State, the company","should be obliged to take a legal form","allowing for the exercise of such","participation, including through the","presence of representatives of the","employees in the appropriate management","or supervisory organ of the company in the","destination Member State. Moreover, in","such a case, a bona fide negotiation","between the company and its employees","should take place, along the lines of the","procedure provided for in Directive","2001/86/EC, with a view to finding an","amicable solution reconciling the right of","the company to carry out a cross-border","conversion with the employees' rights of","participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","in the Annex to Directive 2001/86/EC","should apply, mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","participation rights through carrying out","subsequent domestic or cross-border","conversion, merger or division within 10","years."],"old":["(19) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border conversion,","where the company carrying out the cross-","border conversion is operating under an","employee participation system in the","departure Member State, the company","should be obliged to take a legal form","allowing for the exercise of such","participation, including through the","presence of representatives of the","employees in the appropriate management","or supervisory organ of the company in the","destination Member State. Moreover, in","such a case, a bona fide negotiation","between the company and its employees","should take place, along the lines of the","procedure provided for in Directive","2001/86/EC, with a view to finding an","amicable solution reconciling the right of","the company to carry out a cross-border","conversion with the employees' rights of","participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","in the Annex to Directive 2001/86/EC","should apply, mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","","participation rights through carrying out","subsequent domestic or cross-border","conversion, merger or division within three","years."],"orig_lang":"pt","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"128","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-129","location":[["Proposal for a directive","Recital 20"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:05"},"new":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion or enter into an agreement on","behalf of workers."],"old":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives when the average number","of employees employed by that company is","equivalent to four fifths of the national","threshold for triggering such employee","participation."],"orig_lang":"pt","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"129","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-130","justification":" It is necessary to make the rules coherent: the threshold of 500 employees, which is also\n provided for in the provisions on cross-border mergers, and in particular Article 133 thereof,\n has proved its worth in practice and should therefore apply uniformly to all restructuring\n measures across the EU.","location":[["Proposal for a directive","Recital 20"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:05"},"new":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives when the average number","of employees employed by that company","exceeds 500."],"old":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives when the average number","of employees employed by that company is","equivalent to four fifths of the national","threshold for triggering such employee","participation."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"130","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-131","location":[[" Proposal for a directive","Recital 20"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:05"},"new":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives when the average number","of employees employed by that company is","at least equivalent to four fifths of the","national threshold for triggering such","employee participation."],"old":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives when the average number","of employees employed by that company is","equivalent to four fifths of the national","threshold for triggering such employee","participation."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"131","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Paul Tang","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-194","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point -1 (new)"],["Directive (EU) No 2017/1132","Title I \u2013 Chapter I \u2013 Article 1 a (new)"]],"meps":[125020],"meta":{"created":"2019-07-03T06:12:03"},"new":["-1 In CHAPTER I, the following","Article 1a is inserted:","\"Article 1a","Interest of the company","The management or administrative organ","of a company is responsible for managing","the company in the best interest of the","company and society, meaning that it","considers the needs of the shareholders,","the employees other stakeholders and the","environment in a balanced way, with the","objective of sustainable value creation.\""],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"194","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-132","location":[["Proposal for a directive","Recital 21"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:05"},"new":["(21) To ensure a proper allocation of","tasks among Member States and an","efficient and effective ex-ante control of","cross-border conversions, both the","departure and the destination Member","States should designate the appropriate","competent authorities. In particular, the","competent authorities of the departure","Member States should have the power to","issue a pre-conversion certificate without","which the competent authorities in the","destination Member State should not be","able to complete the cross-border","conversion procedure. A list of national","competent authorities in the Member","States shall be prepared and publish by","the Commission. Member States\u2019","competent authorities are expected to","collaborate together in cases of cross-","border conversions."],"old":["(21) To ensure a proper allocation of","tasks among Member States and an","efficient and effective ex-ante control of","cross-border conversions, both the","departure and the destination Member","States should designate the appropriate","competent authorities. In particular, the","competent authorities of the departure","Member States should have the power to","issue a pre-conversion certificate without","which the competent authorities in the","destination Member State should not be","able to complete the cross-border","conversion procedure."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"132","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-195","justification":" Article 24e should list only the provisions related to the functionality of BRIS in terms of the\n exchange of information between registers. Consequently, Articles 86h and 86q, relating to\n disclosure of information/documents via BRIS on the e-Justice portal, should be deleted from\n this list.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 1"],["Directive (EU) No 2017/1132","Article 24 \u2013 point e"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:03"},"new":["(e) the detailed list of data to be","transmitted for the purpose of exchange","information between registers, as referred","to in Articles 20, 34, 86o, 86p, 123, 127,","128, 130, 160j, 160q, 160r and 160s;"],"old":["(e) the detailed list of data to be","transmitted for the purpose of exchange","information between registers, as referred","to in Articles 20, 34, 86h, 86o, 86p, 86q,","123, 127, 128, 130, 160j, 160q, 160r and","","160s;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"195","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-196","justification":" The Explanatory Memorandum refers in principle to the conversions into companies of\n \"similar legal form\". Taxation systems among different types of companies can vary\n significantly. Therefore, the scope should be clearly limited to conversions into other limited\n liability companies. Any extension of the scope, i.e. including conversions into partnerships,\n entails increased risk of tax abuse, as a result of the differentiated tax treatment of\n partnerships and limited liability companies.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 a \u2013 paragraph 1"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:03"},"new":["1. This Chapter shall apply to the","conversion of a limited liability company","formed in accordance with the law of a","Member State and having its registered","office, central administration or principal","place of business within the Union into a","limited liability company governed by the","law of another Member State and listed in","Annex II of the Directive 2017/1132 of 14","June 2017 relating to certain aspects of","company law."],"old":["1. This Chapter shall apply to the","conversion of a limited liability company","formed in accordance with the law of a","Member State and having its registered","office, central administration or principal","place of business within the Union into a","company governed by the law of another","Member State."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"196","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-133","justification":" See amendment to Article 86c.","location":[["Proposal for a directive","Recital 22"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:05"},"new":["(22) The issue of the pre-conversion","certificate by the departure Member State","should be scrutinised to ensure the legality","of the cross-border conversion of the","company. The competent authority of the","departure Member State should decide on","the issue of the pre-conversion certificate","within one month of the application by the","company."],"old":["(22) The issue of the pre-conversion","certificate by the departure Member State","should be scrutinised to ensure the legality","","of the cross-border conversion of the","company. The competent authority of the","departure Member State should decide on","the issue of the pre-conversion certificate","within one month of the application by the","company, unless it has serious concerns","as to the existence of an artificial","arrangement aimed at obtaining undue","tax advantages or unduly prejudicing the","legal or contractual rights of employees,","creditors or members. In such a case, the","competent authority should carry out an","in-depth assessment. However, this in-","depth assessment should not be carried","out systematically, but it should be","conducted on a case-by-case basis, where","there are serious concerns as to the","existence of an artificial arrangement.","For their assessment, competent","authorities should take into account at","least a number of factors laid down in this","Directive which however should be only","considered as indicative factors in the","overall assessment and not be considered","in isolation. In order not to burden","companies with an overly lengthy","procedure, this in-depth assessment","should in any event be concluded within","two months of informing the company","that the in-depth assessment will be","carried out."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"133","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-197","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 b \u2013 paragraph 1 \u2013 point 6 a (new)"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:04"},"new":["(6a) \u2018artificial arrangement\u2019 means a","company structure set up for abusive","purposes, such as the circumvention of","obligations arising from the legal and","contractual rights of employees, creditors,","or minority shareholders, the avoidance","of rules on employee involvement, of","social security payments, or of tax","obligations due on profits generated, or a","company structure which does not carry","out a substantive or genuine economic","activity supported by staff, equipment,","assets and premises, such as, in","particular, in the case of a \u2018letterbox\u2019 or","\u2018front\u2019 subsidiary."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"197","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-134","location":[[" Proposal for a directive","Recital 22"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:05"},"new":["(22) The issue of the pre-conversion","certificate by the departure Member State","should be scrutinised to ensure the legality","of the cross-border conversion of the","company and the lack of abuses such as","the circumvention of labour standards,","social security payments, tax obligations,","creditors', minority shareholders' rights","or rules on employees participation. The","competent authority of the departure","Member State should decide on the issue of","the pre-conversion certificate within three","months of the application by the company,","unless it has serious concerns as to the","existence of an artificial arrangement","aimed at obtaining undue tax advantages or","unduly prejudicing the legal or contractual","rights of employees, creditors or members.","In such a case, the competent authority","should carry out an in-depth assessment.","However, this in-depth assessment should","not be carried out systematically, but it","should be conducted on a case-by-case","basis, where there are serious concerns as","to the existence of an artificial","arrangement. For their assessment,","competent authorities should take into","account at least a number of factors laid","down in this Directive which however","should be only considered as indicative","factors in the overall assessment and not be","considered in isolation. In order not to","burden companies with an overly lengthy","procedure, this in-depth assessment should","in any event be concluded within five","months of informing the company that the","in-depth assessment will be carried out.","The assessment by the departure Member","States, once final, shall be shared with the","destination Member State\u2019s competent","authority."],"old":["(22) The issue of the pre-conversion","certificate by the departure Member State","should be scrutinised to ensure the legality","of the cross-border conversion of the","company. The competent authority of the","departure Member State should decide on","the issue of the pre-conversion certificate","within one month of the application by the","company, unless it has serious concerns as","to the existence of an artificial arrangement","aimed at obtaining undue tax advantages or","unduly prejudicing the legal or contractual","rights of employees, creditors or members.","In such a case, the competent authority","should carry out an in-depth assessment.","However, this in-depth assessment should","not be carried out systematically, but it","should be conducted on a case-by-case","basis, where there are serious concerns as","to the existence of an artificial","arrangement. For their assessment,","competent authorities should take into","account at least a number of factors laid","down in this Directive which however","should be only considered as indicative","factors in the overall assessment and not be","considered in isolation. In order not to","burden companies with an overly lengthy","procedure, this in-depth assessment should","in any event be concluded within two","months of informing the company that the","in-depth assessment will be carried out."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"134","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Paul Tang","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-198","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 b \u2013 paragraph 1 \u2013 point 6 a (new)"]],"meps":[125020],"meta":{"created":"2019-07-03T06:12:04"},"new":["(6a) \u2018artificial arrangement\u2019 means a","company structure set up for abusive","purposes, such as the circumvention of","obligations arising from the legal and","contractual rights of employees, creditors,","or minority shareholders, the avoidance","of rules on employee involvement, of","social security payments, or profit shifting","to reduce the corporate tax obligations,","and that does not carry out a substantive","or genuine economic activity supported by","staff, equipment, assets and premises,","such as, in particular, in the case of a","\u2018letterbox\u2019 or \u2018front\u2019 subsidiary."],"old":["",""],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"198","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-135","location":[[" Proposal for a directive","Recital 22"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:05"},"new":["(22) The issue of the pre-conversion","certificate by the departure Member State","should be scrutinised to ensure the legality","of the cross-border conversion of the","company. The competent authority of the","departure Member State should decide on","the issue of the pre-conversion certificate","within two months of the application by","the company, unless it has serious concerns","as to the existence of an artificial","arrangement aimed at obtaining undue tax","advantages or unduly prejudicing the legal","or contractual rights of employees,","creditors or members. In such a case, the","competent authority should carry out an in-","depth assessment. However, this in-depth","assessment should not be carried out","systematically, but it should be conducted","on a case-by-case basis, where there are","serious concerns as to the existence of an","artificial arrangement. For their","assessment, competent authorities should","take into account at least a number of","factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","four months of informing the company that","the in-depth assessment will be carried out."],"old":["(22) The issue of the pre-conversion","certificate by the departure Member State","should be scrutinised to ensure the legality","of the cross-border conversion of the","company. The competent authority of the","departure Member State should decide on","the issue of the pre-conversion certificate","within one month of the application by the","company, unless it has serious concerns as","to the existence of an artificial arrangement","aimed at obtaining undue tax advantages or","unduly prejudicing the legal or contractual","rights of employees, creditors or members.","In such a case, the competent authority","should carry out an in-depth assessment.","However, this in-depth assessment should","not be carried out systematically, but it","should be conducted on a case-by-case","basis, where there are serious concerns as","to the existence of an artificial","arrangement. For their assessment,","competent authorities should take into","account at least a number of factors laid","down in this Directive which however","should be only considered as indicative","factors in the overall assessment and not be","considered in isolation. In order not to","burden companies with an overly lengthy","procedure, this in-depth assessment should","in any event be concluded within two","months of informing the company that the","in-depth assessment will be carried out."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"135","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-199","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 b \u2013 paragraph 1 \u2013 point 6 a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:04"},"new":["(6a) 'an artificial arrangement' means","any transaction, scheme, action, operation","or agreement or a series of these put in","place to circumvent companies\u2019","obligations related to legal or contractual","rights of employees, creditors or members,","including related to employees\u2019","participation or obligations related to","taxation or social security, and which is","considered to lack genuine economic","substance, regardless of the intentions of","the taxpayer;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"199","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-200","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3 Directive (EU) No 2017/1132"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:04"},"new":["(6b) 'economic substance' means","factual criteria, which can be used to","define the taxable presence of an","undertaking, such as the existence of","human and physical resources specific to","the entity, its management autonomy, its","legal reality, the revenues it generates","and, where appropriate, the nature of its","assets;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"200","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-136","location":[["Proposal for a directive","Recital 23"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:05"},"new":["(23) After having received a pre-","conversion certificate, and after verifying","that the incorporation requirements in the","destination Member State are fulfilled, the","competent authorities of the destination","Member State should register the company","in the business register of that Member","State. The destination Member States","should also verify the ultimate beneficial","owner(s) of the converted company, based","on information received. Only after","this registration should the competent","authority of the departure Member","State strike the company off its own","register. It should be possible for","the competent authority of the destination","Member State to challenge the accuracy of","the information provided by the pre-","conversion certificate based on","substantiated proof of attempt of fraud,","which shall be shared with the Member","State of origin. As a consequence of the","cross-border conversion, the converted","company should retain its legal personality,","its assets and liabilities and all rights and","obligations, including rights","and obligations arising from contracts, acts","or omissions."],"old":["(23) After having received a pre-","conversion certificate, and after verifying","that the incorporation requirements in the","destination Member State are fulfilled, the","competent authorities of the destination","Member State should register the company","in the business register of that Member","State. Only after this registration should the","competent authority of the departure","Member State strike the company off its","own register. It should not be possible for","the competent authority of the destination","Member State to challenge the accuracy of","the information provided by the pre-","conversion certificate. As a consequence of","the cross-border conversion, the converted","company should retain its legal personality,","its assets and liabilities and all rights and","obligations, including rights and","obligations arising from contracts, acts or","omissions."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"136","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-137","location":[["Proposal for a directive","Recital 23"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:05"},"new":["(23) After having received a pre-","conversion certificate, and after verifying","that the incorporation requirements in the","destination Member State are fulfilled, the","competent authorities of the destination","Member State should register the company","in the business register of that Member","State. Only after this registration should the","competent authority of the departure","Member State strike the company off its","own register. It should be possible for the","competent authority of the destination","Member State to challenge the accuracy of","the information provided by the pre-","conversion certificate, particularly in","order to avoid artificial arrangements. As","a consequence of the cross-border","conversion, the converted company should","retain its legal personality, its assets and","liabilities and all rights and obligations,","including rights and obligations arising","from contracts, acts or omissions."],"old":["(23) After having received a pre-","","conversion certificate, and after verifying","that the incorporation requirements in the","destination Member State are fulfilled, the","competent authorities of the destination","Member State should register the company","in the business register of that Member","State. Only after this registration should the","competent authority of the departure","Member State strike the company off its","own register. It should not be possible for","the competent authority of the destination","Member State to challenge the accuracy of","the information provided by the pre-","conversion certificate. As a consequence of","the cross-border conversion, the converted","company should retain its legal personality,","its assets and liabilities and all rights and","obligations, including rights and","obligations arising from contracts, acts or","omissions."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"137","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-201","justification":"Total deletion of Article 86c for the following reasons: (1) The exclusions in paragraph 2\nessentially exclude companies in crisis from the option of a cross-border conversion.\nConversions can be perfectly suitable for leading a company out of a crisis. The categorical\nexclusion of such companies has therefore been rejected. (2) The proposed abuse clause in\nparagraph 3 places EU-based companies under general suspicion. This is disproportionate,\nand conflicts with a number of ECJ decisions on the freedom of establishment. Even if the\nprevention of abusive arrangements is important, this abuse clause carries an excessive\ndanger of legal uncertainty and restriction of the freedom of establishment due to unclear\nlegal terminology. (3) The fight against tax-related abuses is already addressed by other\nlegislation at EU level which is still being implemented by the Member States. To create\nanother regulation now as part of this proposal for a directive is disproportionate. (4)\nMoreover, the extent to which renewed protections for employees, creditors and minority\n\n shareholders are necessary is doubtful. The provisions created by the Directive itself in\n Articles 86i, 86k and 86l are adequate to protect against these groups\u2019 rights being unduly\n prejudiced.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 c"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:04"},"new":["deleted"],"old":["Article 86c","Conditions relating to cross-border","conversions"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"201","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-138","location":[[" Proposal for a directive","Recital 26"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:05"},"new":["(26) The evaluation of the","implementation of the cross-border merger","rules in Member States has shown that the","number of cross-border mergers in the","Union has significantly increased.","However, this evaluation has also revealed","certain shortcomings in relation","specifically to creditor protection,","protection of employees and shareholder","protection as well as to the lack of","simplified procedures which impede the","full effectiveness and efficiency of those","cross-border merger rules."],"old":["(26) The evaluation of the","implementation of the cross-border merger","rules in Member States has shown that the","number of cross-border mergers in the","Union has significantly increased.","However, this evaluation has also revealed","certain shortcomings in relation","specifically to creditor protection and","shareholder protection as well as to the","lack of simplified procedures which","impede the full effectiveness and efficiency","of those cross-border merger rules."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"138","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-202","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 c a (new)"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:04"},"new":["Article 86ca","Compliance with rules against tax","avoidance practices","Member States shall ensure that a","company that intends to make a cross-","border conversion complies with the","national rules implementing Directive","(EU) No 2016/1164."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"202","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-139","location":[["Proposal for a directive","Recital 28"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:05"},"new":["(28) In order to further enhance the","existing cross-border merger procedure, it","is necessary to simplify those merger rules,","where appropriate, whilst at the same time","ensuring that stakeholders, and","in particular employees, are adequately","protected. Therefore, the existing cross-","border merger rules should be modified in","order to oblige the management or","administrative organs of the merging","companies to prepare separate","reports detailing the legal and economic","aspects as well as the rationale for","the cross-border merger for both members","and for employees."],"old":["(28) In order to further enhance the","existing cross-border merger procedure, it","is necessary to simplify those merger rules,","where appropriate, whilst at the same time","ensuring that stakeholders, and in","particular employees, are adequately","protected. Therefore, the existing cross-","border merger rules should be modified in","order to oblige the management or","administrative organs of the merging","companies to prepare separate reports","detailing the legal and economic aspects of","the cross-border merger for both members","and for employees. The obligation on the","management or administrative organ of","the company to prepare the report for the","members may however be waived, where","those members are already informed","about legal and economic aspects of the","proposed merger. However, the report","prepared for employees may only be","waived where the merging companies and","their subsidiaries do not have any","employees other than those who form part","of the management or administrative","organ."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"139","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-140","justification":" See amendment to Articles 86e and 86f.","meps":[28223],"meta":{"created":"2019-07-03T06:12:05"},"new":["(28) In order to further enhance the","existing cross-border merger procedure, it","is necessary to simplify those merger rules,","where appropriate, whilst at the same time","ensuring that stakeholders, and in","particular employees, are adequately","protected. Therefore, the existing cross-","border merger rules should be modified in","order to oblige the management or","administrative organs of the merging","companies to prepare a separate report","detailing the legal and economic aspects of","the cross-border merger for both members","and for employees. The obligation on the","management or administrative organ of the","company to prepare the report for the","members may however be waived, where","those members are already informed about","legal and economic aspects of the proposed","merger. In this case the report should be","limited to the information relevant to the","employees. However, the report prepared","for employees may only be waived where","the merging companies and their","subsidiaries do not have any employees","other than those who form part of the","management or administrative organ."],"old":["(28) In order to further enhance the","existing cross-border merger procedure, it","is necessary to simplify those merger rules,","where appropriate, whilst at the same time","ensuring that stakeholders, and in","particular employees, are adequately","protected. Therefore, the existing cross-","border merger rules should be modified in","order to oblige the management or","administrative organs of the merging","companies to prepare separate reports","detailing the legal and economic aspects of","the cross-border merger for both members","and for employees. The obligation on the","management or administrative organ of the","company to prepare the report for the","members may however be waived, where","those members are already informed about","legal and economic aspects of the proposed","merger. However, the report prepared for","employees may only be waived where the","merging companies and their subsidiaries","do not have any employees other than","those who form part of the management or","administrative organ."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"140","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-203","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 c \u2013 paragraph 2 \u2013 point a"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:04"},"new":["(a) proceedings have been instituted","for the winding-up, liquidation, insolvency","of that company, or infringement of","workers\u2019 rights;"],"old":["(a) proceedings have been instituted","for the winding-up, liquidation, or","insolvency of that company;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"203","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-204","location":[["Proposal for a directive","Article 1.\u00ba \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 c \u2013 paragraph 2 \u2013 point a (new)"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:04"},"new":["(aa). Receipt of state aid in the past;"],"orig_lang":"pt","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"204","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-141","location":[[" Proposal for a directive","Recital 28"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:05"},"new":["(28) In order to further enhance the","existing cross-border merger procedure, it","is necessary to simplify those merger rules,","where appropriate, whilst at the same time","ensuring that stakeholders, and in","particular employees, are adequately","protected. Therefore, the existing cross-","border merger rules should be modified in","order to oblige the management or","administrative organs of the merging","companies to prepare reports detailing the","legal and economic aspects of the cross-","border merger for both members and for","employees. The obligation on the","management or administrative organ of the","company to prepare the report for the","members may however be waived, where","those members are already informed about","legal and economic aspects of the proposed","merger. However, the report prepared for","employees may only be waived where the","merging companies and their subsidiaries","do not have any employees other than","those who form part of the management or","administrative organ."],"old":["(28) In order to further enhance the","","existing cross-border merger procedure, it","is necessary to simplify those merger rules,","where appropriate, whilst at the same time","ensuring that stakeholders, and in","particular employees, are adequately","protected. Therefore, the existing cross-","border merger rules should be modified in","order to oblige the management or","administrative organs of the merging","companies to prepare separate reports","detailing the legal and economic aspects of","the cross-border merger for both members","and for employees. The obligation on the","management or administrative organ of the","company to prepare the report for the","members may however be waived, where","those members are already informed about","legal and economic aspects of the proposed","merger. However, the report prepared for","employees may only be waived where the","merging companies and their subsidiaries","do not have any employees other than","those who form part of the management or","administrative organ."],"orig_lang":"pt","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"141","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-205","justification":"The general exclusion of a conversion or division of companies subject to restructuring\nproceedings is too far-going, since the conversion or division as such may serve the purpose\nof restructuring / avoiding insolvency.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 c \u2013 paragraph 2 \u2013 point b"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:04"},"new":["deleted"],"old":["(b) the company is subject to","preventive restructuring proceedings","initiated because of the likelihood of","insolvency;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"205","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-142","location":[["Proposal for a directive","Recital 29"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:05"},"new":["(29) Furthermore, in order to enhance","the protection afforded to the employees of","the merging company or companies,","employees or their representatives","shall provide their opinion on the company","report setting out the implications of the","cross-border merger for them. The","provision of the report should be without","prejudice to the applicable information and","consultation proceedings instituted at","national level following the","implementation of Council Directive","2001/23/EC48 , Directive 2002/14/EC or","Directive 2009/38/EC.","_________________","48","Council Directive 2001/23/EC of 12","March 2001 on the approximation of the","laws of the Member States relating to the","safeguarding of employees' rights in the","event of transfers of undertakings,","businesses or parts of undertakings or","businesses (OJ L 82, 22.3.2001, p. 16)."],"old":["(29) Furthermore, in order to enhance","the protection afforded to the employees of","the merging company or companies,","employees or their representatives may","provide their opinion on the company","report setting out the implications of the","cross-border merger for them. The","provision of the report should be without","prejudice to the applicable information and","consultation proceedings instituted at","","national level following the","implementation of Council Directive","2001/23/EC48 , Directive 2002/14/EC or","Directive 2009/38/EC.","_________________","48","Council Directive 2001/23/EC of 12","March 2001 on the approximation of the","laws of the Member States relating to the","safeguarding of employees' rights in the","event of transfers of undertakings,","businesses or parts of undertakings or","businesses (OJ L 82, 22.3.2001, p. 16)."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"142","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-143","location":[[" Proposal for a directive","Recital 29 a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:06"},"new":["(29a) Companies willing to make full","use of the benefits of the internal market","through cross-border mergers shall","submit in return to an adequate level of","transparency and good corporate","governance. Public Country by Country","Reporting is an efficient and appropriate","tool to increase transparency of","multinational enterprises activities and to","enable the public to assess their impact on","the real economy. It will also improve","shareholders ability to properly evaluate","the risks taken by companies, lead to","investment strategies based on accurate","information and enhance decision-makers","possibility to assess the efficiency and the","impact of national legislations. Therefore,","a set of financial information shall be","published ahead of the cross-border","merger ahead of its execution."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"143","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Paul Tang","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-206","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3 Directive (EU) No 2017/1132"]],"meps":[125020],"meta":{"created":"2019-07-03T06:12:04"},"new":["(ea) the representatives of the","employees of the company have not given","consent to the conversion based on the","report by the management body following","Article 86f of this Directive;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"206","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Paul Tang","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-144","location":[["Proposal for a directive","Recital 29 a (new)"]],"meps":[125020],"meta":{"created":"2019-07-03T06:12:06"},"new":["(29a) To prevent conflicts of interests","between the members of the management","body and the interest of the company, they","should not be allowed to benefit","financially from the merger in the form of","variable compensation, bonuses or rising","share prices."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"144","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-207","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 c \u2013 paragraph 2 \u2013 point e a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:04"},"new":["(ea) the company is under investigation","or has been convicted in the last 3years","for social or tax fraud, tax evasion, tax","avoidance or money laundering or any","other financial crime;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"207","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-145","location":[["Proposal for a directive","Recital 30 a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:06"},"new":["(30a) In order to assess the accuracy of","the information contained in the draft","terms of merger and in the reports","addressed to the members and employees","and to provide factual elements necessary","to assess whether the proposed merger","constitutes an artificial arrangement, the","competent authority in the departure","Member State shall prepare a report in","order to assess the proposed cross-border","merger. In this context, the report should","present all relevant information to take","an informed decision as to whether or not","to issue the pre-conversion certificate. To","this end, the competent authority should","always organise a meeting","with representatives of employees and","should be able to obtain all the","relevant company information and","documents and carry out all necessary","investigations in order to gather all the","evidence required. The competent","authority should use information, in","particular net turnover and profit or loss,","number of employees and the composition","of balance sheet collected by the","companies in view of the preparation of","financial statements in accordance with","Union law and the law of Member States.","However, in order to protect any","confidential information","such information should not form part of","the competent authority\u2019s final report","which itself would be publically available."],"old":[""],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"145","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-208","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 c \u2013 paragraph 2 \u2013 point e a (new)"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:04"},"new":["(e a) there is a suspicion of welfare","fraud or the infringement of workers\u2019","rights;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"208","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-146","location":[[" Proposal for a directive","Recital 30 b (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:06"},"new":["(30b) With a view to avoiding","disproportionate costs and burdens for","smaller companies carrying out the cross-","border merger, micro and","small enterprises, as defined in the","Commission Recommendation","2003/361/EC, should be exempted from","the requirement to obtain an assessment","by the competent authority. However,","these companies can resort to such","assessment to prevent litigation costs with","creditors."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"146","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-209","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 c \u2013 paragraph 2 \u2013 point e b (new)"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:04"},"new":["(eb) the company was involved in tax","fraud, tax evasion or the setting up of","harmful tax structures;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"209","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-147","location":[["Proposal for a directive","Recital 31"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:06"},"new":["(31) The lack of harmonisation of","safeguards for members, employees or","creditors has been identified as an obstacle","for cross-border mergers by different","stakeholders. Members, employees and","creditors should be offered the same level","of protection regardless of the Member","States in which the merging companies are","situated. This is without prejudice to the","Member States\u2019 rules on protecting","creditors, employees or shareholders which","are outside the scope of the harmonised","measures, such as","transparency requirements."],"old":["(31) The lack of harmonisation of","safeguards for members or creditors has","been identified an obstacle for cross-border","mergers by different stakeholders.","Members and creditors should be offered","the same level of protection regardless of","the Member States in which the merging","companies are situated. This is without","prejudice to the Member States\u2019 rules on","protecting creditors or shareholders which","are outside the scope of the harmonised","measures, such as transparency","requirements."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"147","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Olle Ludvigsson","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-148","location":[["Proposal for a directive","Recital 32"]],"meps":[96673],"meta":{"created":"2019-07-03T06:12:06"},"new":["(32) In order to ensure that members of","the companies participating in the cross-","border merger are treated equally, it is","appropriate that members who held voting","rights and who did not vote to approve the","common draft terms of merger or those","members without voting rights, who could","not present their position, should be","afforded the right to exit the company.","Those members should be able to leave the","company and receive cash compensation","for their shares equivalent to the value of","their shares. Furthermore, they should have","a right to challenge the calculation and","adequacy of that cash compensation","offered before a court or by arbitration."],"old":["(32) In order to ensure that members of","the companies participating in the cross-","border merger are treated equally, it is","appropriate that members who held voting","rights and who did not vote to approve the","common draft terms of merger or those","members without voting rights, who could","not present their position, should be","afforded the right to exit the company.","Those members should be able to leave the","company and receive cash compensation","for their shares equivalent to the value of","","their shares. Furthermore, they should have","a right to challenge the calculation and","adequacy of that cash compensation","offered before a court."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"148","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-149","justification":" It is more appropriate to limit this entitlement to the members who have explicitly objected to\n the draft terms of division. In addition, it is questionable why a member who has accepted the\n offer of cash compensation should be permitted to seek a judicial review despite the fact that\n the member would leave the company after accepting the offer.","location":[[" Proposal for a directive","Recital 32"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:06"},"new":["(32) In order to ensure that members of","the company being acquired who have","explicitly objected to the common draft","terms of merger are afforded the right to","exit the company (sic - translator's note).","Those members should be able to leave the","company and receive cash compensation","for their shares equivalent to the value of","their shares. Furthermore, members who","have refused the offer of cash","compensation because they do not","consider the compensation to be adequate","should have a right to challenge the","calculation and adequacy of that cash","compensation offered before a court."],"old":["(32) In order to ensure that members of","the companies participating in the cross-","border merger are treated equally, it is","appropriate that members who held voting","rights and who did not vote to approve the","common draft terms of merger or those","members without voting rights, who could","not present their position, should be","afforded the right to exit the company.","Those members should be able to leave the","company and receive cash compensation","for their shares equivalent to the value of","their shares. Furthermore, they should have","a right to challenge the calculation and","adequacy of that cash compensation","offered before a court."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"149","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-210","justification":" The general exclusion of a conversion or division of companies subject to restructuring\n proceedings is too far-going, since the conversion or division as such may serve the purpose\n of restructuring / avoiding insolvency.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 c \u2013 paragraph 2 a (new)"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:04"},"new":["2a. A company subject to preventive","restructuring proceedings initiated","because of the likelihood of insolvency","shall be subject to a scrutiny by the","competent authorities of the Member","States as to whether its conversion or","division themselves might serve the","purpose of restructuring and avoiding","insolvency. Following the scrutiny, the","competent authorities of the Member","States shall make an autonomous decision","whether the company in question is","entitled to carry out a cross border","conversion or not."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"210","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-150","location":[["Proposal for a directive","Recital 35"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:06"},"new":["(35) In order to guarantee the","appropriate protection of creditors in cases","where they are not satisfied with the","protection offered by the company in the","common draft terms of the cross-border","merger, creditors who are prejudiced by the","cross-border merger may apply to the","competent administrative or judicial","authority of each Member State of the","merging companies for the safeguards they","consider adequate. In order to facilitate the","assessment of prejudice, certain","presumptions should be laid down whereby","creditors would be deemed not to be","prejudiced by a cross-border merger, where","the risk of loss to a creditor is remote. A","presumption should arise where creditors","are offered a right to payment against the","merged company or against a third party","guarantee of equivalent value to the","creditor's original claim and which can be","brought in the same jurisdiction as the","original claim."],"old":["(35) In order to guarantee the","appropriate protection of creditors in cases","where they are not satisfied with the","protection offered by the company in the","common draft terms of the cross-border","merger, creditors who are prejudiced by the","cross-border merger may apply to the","competent administrative or judicial","authority of each Member State of the","merging companies for the safeguards they","consider adequate. In order to facilitate the","assessment of prejudice, certain","presumptions should be laid down whereby","creditors would be deemed not to be","prejudiced by a cross-border merger, where","the risk of loss to a creditor is remote. A","presumption should arise where an","independent expert concludes that there is","no reasonable likelihood that the creditors","would be prejudiced or where creditors are","offered a right to payment against the","merged company or against a third party","guarantee of equivalent value to the","creditor's original claim and which can be","brought in the same jurisdiction as the","original claim."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"150","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-211","justification":" The new wording is coherent with the general anti-abuse rule on taxation as provided for in\n Art. 6 of the Directive 2016/1164 laying down rules against tax avoidance practices that\n directly affect the functioning of the internal market.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 c \u2013 paragraph 3"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:04"},"new":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement, that should be","understood as a non-genuine","arrangement or a series of arrangements","which have been put into place for the","main purpose or one of the main purposes","of obtaining a tax advantage that defeats","the object or purpose of the applicable tax","law prejudicing the legal or contractual","rights of employees, creditors or minority","members."],"old":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or minority","members."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"211","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-151","location":[["Proposal for a directive","Recital 36"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:06"},"new":["deleted"],"old":["(36) The existing Union law does not","provide for a legal framework for cross-","border divisions of companies and firms,","","since Directive (EU) 2017/1132 only","provides rules in Chapter III for domestic","divisions of public limited companies."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"151","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-212","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 c \u2013 paragraph 3"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:04"},"new":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement. The company","carrying out the cross-border conversion","must demonstrate, on the basis of","ascertainable objective factors, that it is","actually established and pursues","substantive and genuine economic activity","in the destination Member State for an","indefinite period."],"old":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or minority","members."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"212","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-152","location":[[" Proposal for a directive","Recital 37"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:06"},"new":["deleted"],"old":["(37) The European Parliament has","called upon the Commission to adopt","harmonised rules on cross-border","divisions. This harmonised legal","framework would further contribute to the","removal of restrictions on the freedom of","establishment whilst at the same time","providing adequate protection for","stakeholders such as employees, creditors","and members."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"152","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-213","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 c \u2013 paragraph 3"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:05"},"new":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement or has strong","suspicions that it constitutes an artificial","arrangement aimed at obtaining undue tax","advantages or at unduly prejudicing the","legal or contractual rights of employees,","creditors or minority members."],"old":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or minority","members."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"213","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-153","location":[[" Proposal for a directive","Recital 38"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:06"},"new":["deleted"],"old":["(38) This directive lays down rules on","cross-border divisions, both for partial","and full divisions, but only through the","formation of new companies. However,","this directive does not provide a","harmonised framework for cross-border","divisions in which a company transfers","assets and liabilities to more than one","existing company as these instances had","","been viewed as being very complex,","requiring the involvement of competent","authorities from several Member States","and entailing additional risks in terms of","fraud and the circumvention of those","rules."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"153","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Alfred Sant","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-214","justification":" The reference to taxation confuses issues rather than clarifies them and should be deleted, as\n it is important to have a structured approach towards taxation issues, notably avoiding the\n amalgam between market players and policy makers that is bound to emerge with references\n to taxation in a non-taxation file. A better approach would be to refer to \"wholly artificial\n arrangements\" as acknowledged by case law. There is jurisprudence of the EU Court of\n Justice that the right of freedom of establishment for a company to transfer its seat to another\n Member State cannot be restricted. Indeed, court judgments established that enjoying the\n benefits of the most favourable legislation does not in itself amount to an abuse of rights. With\n regards to \u201cprejudicing the legal or contractual rights of employees, creditors or minority\n\n\nmembers\u201d, it is not understood why this should apply only when such prejudice is considered\nto be \"undue\" and this limitation is being deleted.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 c \u2013 paragraph 3"]],"meps":[124781],"meta":{"created":"2019-07-03T06:12:05"},"new":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes a wholly","artificial arrangement as defined in Article","6 of the Council Directive 2016/1164 or is","aimed at prejudicing the legal or","contractual rights of employees, creditors","or minority members."],"old":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or minority","members."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"214","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-154","location":[["Proposal for a directive","Recital 38"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:06"},"new":["deleted"],"old":["(38) This directive lays down rules on","cross-border divisions, both for partial","and full divisions, but only through the","formation of new companies. However,","this directive does not provide a","harmonised framework for cross-border","divisions in which a company transfers","assets and liabilities to more than one","existing company as these instances had","been viewed as being very complex,","requiring the involvement of competent","authorities from several Member States","and entailing additional risks in terms of","fraud and the circumvention of those","rules."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"154","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-215","justification":"See together with proposed new para 3 above.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 c \u2013 paragraph 3 a (new)"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:05"},"new":["3a. For the purpose of paragraph 3,","an arrangement or a series thereof shall","be regarded as non-genuine to the extent","that they are not put into place for valid","commercial reasons which reflect","economic reality."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"215","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-155","location":[["Proposal for a directive","Recital 39"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:06"},"new":["deleted"],"old":["(39) In case of a cross-border division","","involving newly formed recipient","companies, those recipient companies,","which are governed by the laws of","Member States other than those of the","Member State of the company being","divided, should be required to comply with","the incorporation requirements of those","Member States. Such conditions include","those related to the disqualification of","directors."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"155","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-216","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 c \u2013 paragraph 4 a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:05"},"new":["4a. This Directive is without prejudice","of the enforcement of tax rules in national","law, including the possibility for the","departure Member States to impose a tax","on hidden reserves of the converting","company before the conversion takes","effect, in accordance with the","jurisprudence of the European Court of","Justice."],"old":[""],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"216","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-156","location":[[" Proposal for a directive","Recital 40"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:07"},"new":["deleted"],"old":["(40) The right of companies to carry","out a cross-border division may in certain","circumstances be used for abusive","purposes such as for the circumvention of","labour standards, social security","payments, tax obligations, creditors' or","members' rights or rules on employees","participation. In order to combat such","abuses, as a general principle of Union","law, Member States are required to ensure","that companies do not use the cross-","border division procedure in order to","create artificial arrangements aimed at","obtaining undue tax advantages or at","unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be","interpreted strictly and must be based on","an individual assessment of all relevant","circumstances. A procedural and","substantive framework which describes","the margin of discretion and allows for","the diversity of approaches by Member","","States whilst at the same time setting out","the requirements to streamline the actions","to be taken by national authorities to fight","abuses in conformity with Union law","should be laid down."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"156","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-217","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 c \u2013 paragraph 4 b (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:05"},"new":["4b. Departure Member States may tax","unrealised capital gains at the time of the","cross-border conversion of a company.","The company may then choose between","immediate payment of the amount of tax","and a deferred payment of the amount of","tax, together with interest in accordance","with the applicable national legislation. If","the company opts for the latter, the","departure Member State may request the","provision of a bank guarantee."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"217","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-157","location":[["Proposal for a directive","Recital 40"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:07"},"new":["(40) The right of companies to carry","out a cross-border division may in certain","circumstances be used for abusive purposes","such as for the circumvention of labour","standards, social security payments, tax","obligations, creditors' or members' rights or","rules on employees participation. In order","to combat such abuses, as a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border division procedure in","order to create artificial arrangements","aimed at obtaining undue tax advantages or","at unduly prejudicing the legal","or contractual rights of employees,","creditors or members. The fight against","abuses must be based on an individual","assessment of all relevant circumstances. A","common procedural and substantive","framework to set out the requirements to","streamline the actions to be taken by","national authorities to fight abuses in","conformity with Union law should be laid","down."],"old":["(40) The right of companies to carry out","a cross-border division may in certain","circumstances be used for abusive purposes","such as for the circumvention of labour","standards, social security payments, tax","obligations, creditors' or members' rights or","rules on employees participation. In order","to combat such abuses, as a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border division procedure in","order to create artificial arrangements","aimed at obtaining undue tax advantages or","at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be","interpreted strictly and must be based on","an individual assessment of all relevant","circumstances. A procedural and","substantive framework which describes the","margin of discretion and allows for the","diversity of approaches by Member States","whilst at the same time setting out the","requirements to streamline the actions to be","taken by national authorities to fight abuses","in conformity with Union law should be","laid down."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"157","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-218","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 points j a to j k (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:05"},"new":["(ja) the name of the ultimate","undertaking and, where applicable, the","list of all its subsidiaries, a brief","description of the nature of their activities","and their respective geographical","location;","(jb) the number of employees on a full-","time equivalent basis;","(jc) fixed assets other than cash or cash","equivalents;","(jd) the amount of the net turnover,","including a distinction between the","turnover made with related parties and","the turnover made with unrelated parties;","(je) the amount of profit or loss before","income tax;","(jf) the amount of income tax accrued","(current year) which is the current tax","expense recognised on taxable profits or","losses of the financial year by","undertakings and branches resident for","tax purposes in the relevant tax","jurisdiction;","(jg) the amount of income tax paid which","is the amount of income tax paid during","the relevant financial year by","undertakings and branches resident for","tax purposes in the relevant tax","jurisdiction;","(jh) the amount of accumulated earnings;","(ji) stated capital;","(jj) details of public subsidies received and","any donations made to politicians,","political organisations or political","foundations;","(jk) whether undertakings, subsidiaries or","branches benefit from preferential tax","treatment, from a patent box or equivalent","regimes."],"old":[""],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"218","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-158","justification":" See amendment to Article 160d.","location":[[" Proposal for a directive","Recital 40"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:07"},"new":["(40) The right of companies to carry out","a cross-border division could in certain","circumstances be used for abusive purposes","such as for the circumvention of labour","standards, social security payments, tax","obligations, creditors' or members' rights or","rules on employees participation. With the","aim of preventing the possibility of such","abuses in the field of taxation, and taking","into account ECJ case-law on freedom of","establishment and the OECD BEPS","recommendations, legislation has already","been adopted at EU level to combat tax","avoidance practices, such as Directive","(EU) 2016/1164 of 12 June 2016 laying","down rules against tax avoidance practices","that directly affect the functioning of the","internal market. In the event of cross-","border divisions, Member States must","ensure that a company intending to divide","in this way complies with these rules. In","addition, in order to ensure that the legal","or contractual rights of employees,","creditors or members are not undermined,","further appropriate safeguards are","necessary."],"old":["(40) The right of companies to carry out","a cross-border division may in certain","circumstances be used for abusive purposes","such as for the circumvention of labour","standards, social security payments, tax","obligations, creditors' or members' rights or","rules on employees participation. In order","to combat such abuses, as a general","principle of Union law, Member States","are required to ensure that companies do","not use the cross-border division","procedure in order to create artificial","arrangements aimed at obtaining undue","tax advantages or at unduly prejudicing","the legal or contractual rights of","employees, creditors or members. In so","far as it constitutes a derogation from a","fundamental freedom, the fight against","abuses must be interpreted strictly and","must be based on an individual","assessment of all relevant circumstances.","A procedural and substantive framework","which describes the margin of discretion","and allows for the diversity of approaches","by Member States whilst at the same time","setting out the requirements to streamline","the actions to be taken by national","authorities to fight abuses in conformity","with Union law should be laid down."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"158","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-159","location":[["Proposal for a directive","Recital 41"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:07"},"new":["deleted"],"old":["(41) Given the complexity of cross-","border divisions and the multitude of the","interests concerned, it is appropriate to","provide for an ex-ante control in order to","create legal certainty. To that effect, a","structured and multi-layered procedure","should be set out whereby both the","competent authorities of the Member","State of the company being divided and of","the Member State of the recipient","companies ensure that a decision on the","approval of a cross-border division is","taken in a fair, objective and non-","discriminatory manner on the basis of all","relevant elements and by taking into","account all legitimate public interests, in","particular the protection of employees,","shareholders and creditors."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"159","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-160","location":[["Proposal for a directive","Recital 42"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:07"},"new":["deleted"],"old":["(42) To allow all stakeholders'","legitimate interests to be taken into","account, the company being divided","should disclose the draft terms of the","division containing the most important","information about the proposed cross-","border division, including the envisaged","","","the exchange ratio of securities or shares,","the instruments of constitution of the","recipient companies and the proposed","timetable for the cross-border division.","Members, creditors and employees of the","company carrying out the cross-border","division should be notified that they can","submit comments with regard to the","division."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"160","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-219","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point k a (new)"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:05"},"new":["(ka) detailed information on the","transfer of the central administration or","principle place of business;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"219","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-161","location":[[" Proposal for a directive","Recital 42"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:07"},"new":["(42) To allow all stakeholders'","legitimate interests to be taken into","account, the company being divided should","disclose the draft terms of the division","containing information about the rationale","for the cross-border division, the proposed","cross-border division, including the","envisaged the exchange ratio of securities","or shares, the instruments of constitution of","the recipient companies and the proposed","timetable for the cross-border division.","Members, creditors and employees of the","company carrying out the cross-border","division should be notified that they can","submit comments with regard to the","division. That report and comments","received should be publicly available."],"old":["(42) To allow all stakeholders'","legitimate interests to be taken into","account, the company being divided should","disclose the draft terms of the division","containing the most important information","about the proposed cross-border division,","including the envisaged the exchange ratio","of securities or shares, the instruments of","constitution of the recipient companies and","the proposed timetable for the cross-border","division. Members, creditors and","employees of the company carrying out the","cross-border division should be notified","that they can submit comments with regard","to the division."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"161","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-220","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 d \u2013 paragraph 2 a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:05"},"new":["2a. Members, employees or creditors","shall have the possibility to comment on","these draft terms. The comments shall be","included in the final report and be made","public."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"220","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-162","location":[["Proposal for a directive","Recital 42"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:07"},"new":["(42) To allow all stakeholders'","legitimate interests to be taken into","account, the company being divided should","disclose the draft terms of the division","containing the most important information","about the proposed cross-border division,","including the envisaged the exchange ratio","of securities or shares, the instruments of","constitution of the recipient companies and","the proposed timetable for the cross-border","division. Members, creditors and","employees of the company carrying out the","cross-border division should be notified in","good time that they can submit comments","with regard to the division or authorising","the commencement of negotiations."],"old":["(42) To allow all stakeholders'","legitimate interests to be taken into","account, the company being divided should","disclose the draft terms of the division","containing the most important information","about the proposed cross-border division,","including the envisaged the exchange ratio","of securities or shares, the instruments of","constitution of the recipient companies and","the proposed timetable for the cross-border","division. Members, creditors and","employees of the company carrying out the","cross-border division should be notified","that they can submit comments with regard","to the division."],"orig_lang":"pt","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"162","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-221","justification":"From an efficiency point of view, it would be more sensible for the reports of the management\nor administrative organ to be condensed into one report, especially as both reports are in any\ncase to be made available to both the members and the employees.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 e \u2013 title"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:05"},"new":["Article 86e","Report of the management or","administrative organ to the members and","employees"],"old":["Article 86e Report of the management or","administrative organ to the members"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"221","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-163","location":[["Proposal for a directive","Recital 43"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:07"},"new":["deleted"],"old":["(43) In order to provide information to","its members, the company being divided","should prepare a report. The report","should explain and substantiate the legal","and economic aspects of the proposed","cross-border division, in particular","explaining the implications of the cross-","border division for members with regard","to the future business of the company and","the management organs\u2019 strategic plan. It","should also include explanations about","the exchange ratio, where applicable, the","criteria to determine the allocation of","shares and potential remedies available to","","members, where they do not agree with","the decision to carry out a cross-border","division."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"163","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-164","location":[[" Proposal for a directive","Recital 44"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:07"},"new":["deleted"],"old":["(44) In order to provide information its","employees, the company being divided","should prepare a report explaining the","implications of the proposed cross-border","division for employees. The report should","explain in particular the implications of","the proposed cross-border division on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the conditions of employment","and the locations of the companies\u2019 places","of business, and how each of these factors","would relate to any subsidiaries of the","company. The provision of the report","should be without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of","Directives 2001/23/EC, 2002/14/EC or","2009/38/EC."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"164","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-222","justification":"The report to be provided for aims not only at the protection of the interests of shareholders,\nbut may also be helpful for the assessment whether the artificial structure has been put in\nplace in order to obtain undue tax advantages or infringe on the rights of employees,\ncreditors or minority shareholders applicable based on the provisions of law, as well as\ncontractual rights referred to in Art. 86c para 3 and Art. 160d para 3.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 e \u2013 title"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:05"},"new":["Article 86e","Report of the management or","administrative organ"],"old":["Article 86eReport of the management or","administrative organ to the members"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"222","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-223","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 e \u2013 paragraph 2 \u2013 point a"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:05"},"new":["(a) the rationale for the operation and","implications of the cross-border conversion","on the future business of the company and","on the management's strategic plan;"],"old":["(a) the implications of the cross-border","conversion on the future business of the","company and on the management's","strategic plan;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"223","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-165","location":[[" Proposal for a directive","Recital 44"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:07"},"new":["(44) In order to provide information to","its employees, the company being divided","should prepare a report explaining the","implications of the proposed cross-border","division for employees. The report should","explain in particular the implications of the","proposed cross-border division on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the conditions of employment","and the locations of the companies\u2019 places","of business, and how each of these factors","would relate to any subsidiaries of the","company. The provision of the report","should be without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC.","Employees of the company carrying out","the cross-border division should be","notified well in advance so that they can","submit comments with regard to the","proposed division."],"old":["(44) In order to provide information its","employees, the company being divided","should prepare a report explaining the","implications of the proposed cross-border","division for employees. The report should","explain in particular the implications of the","proposed cross-border division on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the conditions of employment","and the locations of the companies\u2019 places","of business, and how each of these factors","would relate to any subsidiaries of the","company. The provision of the report","should be without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"165","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-166","location":[["Proposal for a directive","Recital 44"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:07"},"new":["(44) In order to provide information its","employees, the company being divided","should prepare a report explaining the","implications of the proposed cross-border","division for employees. The report should","explain in particular the implications of the","proposed cross-border division on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the conditions of employment,","the nature of the employment","relationship, the conditions of","remuneration or the locations of the","companies\u2019 places of business, and how","each of these factors would relate to any","subsidiaries of the company. The provision","of the report should be without prejudice to","the applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC."],"old":["(44) In order to provide information its","employees, the company being divided","should prepare a report explaining the","implications of the proposed cross-border","division for employees. The report should","explain in particular the implications of the","proposed cross-border division on the","safeguarding of the jobs of the employees,","whether there would be any material","","change in the conditions of employment","and the locations of the companies\u2019 places","of business, and how each of these factors","would relate to any subsidiaries of the","company. The provision of the report","should be without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC."],"orig_lang":"pt","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"166","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-224","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 e \u2013 paragraph 2 \u2013 point c a (new)"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:05"},"new":["(ca) the implications of the cross-","border conversion on the safeguarding of","employment relationships;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"224","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-167","location":[[" Proposal for a directive","Recital 44 a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:07"},"new":["(44a) Companies willing to make full","use of the benefits of the internal market","through cross-border divisions shall","submit in return to an adequate level of","transparency and good corporate","governance. Public Country by Country","Reporting is an efficient and appropriate","tool to increase transparency of","multinational enterprises activities and to","enable the public to assess their impact on","the real economy. It will also improve","shareholders ability to properly evaluate","the risks taken by companies, lead to","investment strategies based on accurate","information and enhance decision-makers","possibility to assess the efficiency and the","impact of national legislations. Therefore,","a set of financial information shall be","published ahead of the cross-border","operation ahead of its execution."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"167","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-225","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 e \u2013 paragraph 2 \u2013 point c b (new)"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:05"},"new":["(cb) any material changes in the","conditions of employment and in the","location of the company\u2019s places of","business;"],"old":["",""],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"225","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-168","location":[["Proposal for a directive","Recital 45"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:07"},"new":["deleted"],"old":["(45) In order to ensure the accuracy of","the information contained in the draft","terms of division and in the reports","addressed to the members and employees","and to provide factual elements necessary","to assess whether the proposed division","constitutes an artificial arrangement","which could not be authorised, an","independent expert report to assess the","division plan should be required to be","prepared. In order to secure the","independence of the expert, the expert","should be appointed by the competent","authority, following an application by the","company. In this context, the expert","report should present all relevant","information to enable the competent","authority of the Member State of the","company being divided to take an","informed decision as to whether or not to","issue the pre-division certificate To this","end, the expert should be able to obtain all","the relevant company information and","documents and carry out all necessary","investigations in order to gather all the","evidence required. The expert should use","information, in particular net turnover","and profit or loss, number of employees","and the composition of balance sheet","collected by the company in view of the","preparation of financial statements in","accordance with Union law and the law of","Member States. However, in order to","protect any confidential information,","including business secrets of the","company, such information should not","form part of the expert\u2019s final report","which itself would be publically available."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"168","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-226","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 e \u2013 paragraph 2 \u2013 point c (new)"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:05"},"new":["(cc) how the factors set out in points","(a), (d) and (e) relate to any subsidiaries","of the company."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"226","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-169","justification":"See amendment to Articles 160g and 160h.","location":[[" Proposal for a directive","Recital 45"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:08"},"new":["(45) In order to ensure the accuracy of","the information contained in the draft terms","of division and in the report to the","members and employees, it is appropriate","to require the report of an independent","expert to evaluate the draft terms of","division. In order to secure the","independence of the expert, the expert","should be appointed by the competent","authority, following an application by the","company. In this context, the expert report","should present all relevant information to","enable the competent authority of the","Member State of the company being","divided to take an informed decision as to","whether or not to issue the pre-division","certificate. To this end, the expert should","be able to obtain all the relevant company","information and documents and carry out","all necessary investigations in order to","gather all the evidence required. The expert","should use information, in particular net","turnover and profit or loss, number of","employees and the composition of balance","sheet collected by the company in view of","the preparation of financial statements in","accordance with Union law and the law of","Member States. However, in order to","protect any confidential information,","including business secrets of the company,","such information should not form part of","the expert\u2019s final report which itself would","be publically available."],"old":["(45) In order to ensure the accuracy of","the information contained in the draft terms","of division and in the reports addressed to","the members and employees and to","provide factual elements necessary to","assess whether the proposed division","constitutes an artificial arrangement","which could not be authorised, an","independent expert report to assess the","division plan should be required to be","prepared. In order to secure the","independence of the expert, the expert","should be appointed by the competent","authority, following an application by the","company. In this context, the expert report","should present all relevant information to","enable the competent authority of the","Member State of the company being","divided to take an informed decision as to","whether or not to issue the pre-division","certificate To this end, the expert should be","able to obtain all the relevant company","information and documents and carry out","all necessary investigations in order to","gather all the evidence required. The expert","should use information, in particular net","turnover and profit or loss, number of","employees and the composition of balance","sheet collected by the company in view of","the preparation of financial statements in","accordance with Union law and the law of","Member States. However, in order to","protect any confidential information,","including business secrets of the company,","such information should not form part of","the expert\u2019s final report which itself would","","","be publically available."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"169","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-227","justification":" The additional statement will facilitate the correct assessment by the competent authorities in\n order to prevent artificial arrangements set up to obtain undue tax advantages or the\n infringements of rights of employees, creditors or minority shareholders. It remains consistent\n with and supports the realization of taxation of capital gains in cases of transfer of assets, tax\n residence or the permanent establishment, provided for in the Council Directive (EU)\n 2016/1164 of 12 July 2016.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 e \u2013 paragraph 2 a (new)"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:06"},"new":["2a. The report, referred to in","paragraph 1 of this Article, shall be","accompanied with a statement of the","management or administrative organ of","the company about places of business","after the cross-border conversion,","including information about a partial or","complete carrying on of business in the","departure Member State and, in","appropriate circumstances, marking a fact","of further conduct of operations only in","the departure Member State."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"227","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-170","location":[["Proposal for a directive","Recital 45"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:08"},"new":["(45) In order to ensure the accuracy of","the information contained in the draft terms","of division and in the reports addressed to","the members and employees and to provide","factual elements necessary to assess","whether the proposed division constitutes","an artificial arrangement which could not","be authorised, the competent authority of","the Member State of the company being","divided shall produce a report to assess the","division plan. In this context, the report","should present all relevant information to","enable the competent authority to take an","informed decision as to whether or not to","issue the pre-division certificate. To this","end, the competent authority should","always organise a meeting with","representatives of employees and should","be able to obtain all the relevant company","information and documents and carry out","all necessary investigations in order to","gather all the evidence required. The","competent authority should use","information, in particular net turnover and","profit or loss, number of employees and the","composition of balance sheet collected by","the company in view of the preparation of","financial statements in accordance with","Union law and the law of Member States.","However, in order to protect any","confidential information, such information","should not form part of the final report,","which itself should be publically available."],"old":["(45) In order to ensure the accuracy of","the information contained in the draft terms","of division and in the reports addressed to","the members and employees and to provide","factual elements necessary to assess","whether the proposed division constitutes","an artificial arrangement which could not","be authorised, an independent expert","report to assess the division plan should be","required to be prepared. In order to","secure the independence of the expert, the","expert should be appointed by the","competent authority, following an","application by the company. In this","context, the expert report should present all","relevant information to enable the","competent authority of the Member State","of the company being divided to take an","informed decision as to whether or not to","issue the pre-division certificate To this","end, the expert should be able to obtain all","the relevant company information and","documents and carry out all necessary","investigations in order to gather all the","evidence required. The expert should use","information, in particular net turnover and","profit or loss, number of employees and the","composition of balance sheet collected by","the company in view of the preparation of","","financial statements in accordance with","Union law and the law of Member States.","However, in order to protect any","confidential information, including","business secrets of the company, such","information should not form part of the","expert\u2019s final report which itself would be","publically available."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"170","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-228","justification":" The proposed time limit differs from the corresponding provision for cross-border mergers.\n The time limits for all restructuring measures should be harmonised.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 e \u2013 paragraph 3"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:06"},"new":["3. The report referred to in paragraph","1 of this Article, shall be made available","electronically to the members and the","representatives of the employees of the","company or, where there are no such","representatives, to the employees","themselves, not less than one month before","the date of the general meeting referred to","in Article 86i."],"old":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the members not","less than two months before the date of the","general meeting referred to in Article 86i.","That report shall also be made similarly","available to the representatives of the","employees of the company carrying out","the cross-border conversion or, where","there are no such representatives, to the","employees themselves."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"228","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-171","location":[[" Proposal for a directive","Recital 46"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:08"},"new":["deleted"],"old":["(46) With a view to avoiding","disproportionate costs and burdens for","smaller companies carrying out cross-","border division, micro and small","enterprises as defined in the Commission","Recommendation 2003/361/EC of 6 May","2003 should be exempted from the","requirement to have produce an","independent expert."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"171","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-172","location":[[" Proposal for a directive","Recital 47"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:08"},"new":["deleted"],"old":["(47) On the basis of the draft terms of","the cross-border division and the reports,","the general meeting of the members of the","company being divided, should decide on","whether or not to approve those draft","","terms. It is important that, the majority","requirement for such a vote should be","sufficiently high in order to ensure that","the decision to divide is a collective one."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"172","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-229","meps":[96730],"meta":{"created":"2019-07-03T06:12:06"},"new":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the members not less","than two months before the date of the","general meeting referred to in Article 86i.","That report shall also be made available","not less than two months before the date","of the general meeting to the","representatives of the employees of the","company carrying out the cross-border","conversion or, where there are no such","representatives, to the employees","themselves."],"old":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the members not less","than two months before the date of the","general meeting referred to in Article 86i.","That report shall also be made similarly","available to the representatives of the","employees of the company carrying out the","cross-border conversion or, where there are","no such representatives, to the employees","themselves."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"229","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-173","location":[["Proposal for a directive","Recital 47"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:08"},"new":["(47) The draft terms of the cross-border","division may only be approved with the","consent of the general assembly of the","members of the company and of the","plenary meeting of workers' council; the","draft terms and the reports should serve","as supporting documents to assist both","parties in arriving at a decision. It is","important that, the majority requirement","for such a vote should be sufficiently high","in order to ensure that the decision to","divide is a collective one."],"old":["(47) On the basis of the draft terms of","the cross-border division and the reports,","the general meeting of the members of the","company being divided, should decide on","whether or not to approve those draft","terms. It is important that, the majority","requirement for such a vote should be","sufficiently high in order to ensure that the","decision to divide is a collective one."],"orig_lang":"pt","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"173","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-174","location":[["Proposal for a directive","Recital 48"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:08"},"new":["deleted"],"old":["(48) It is appropriate that members who","held voting rights and who did not vote to","approve the draft terms of the cross-","border division and those members","without voting rights, who could not","present their position, should be afforded","","the right to exit the company. Those","members should be able to leave the","company and receive cash compensation","for their shares equivalent to the value of","their shares. Furthermore, they should","have a right to challenge the calculation","and adequacy of that cash compensation","offered and also the share exchange ratio","where they wish to remain members of","any of the recipient companies before a","court. As part of those proceedings, the","court should be able to order any","company involved in the cross-border","division either to pay additional cash","compensation or to issue additional","shares."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"174","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-230","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 e \u2013 paragraph 3 a (new)"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:06"},"new":["3a. Where the management or","administrative organ of the company","carrying out the cross-border conversion","receives, in good time, an opinion from","the representatives of their employees or,","where there are no such representatives,","from the employees themselves, as","provided for under national law, the","members shall be informed thereof and","that opinion shall be appended to that","report."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"230","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-175","justification":"It is more appropriate to limit this entitlement to the members who have explicitly objected to\nthe draft terms of division. In addition, it is questionable why a member who has accepted the\noffer of cash compensation should be permitted to seek a judicial review despite the fact that\nthe member would leave the company after accepting the offer.","location":[[" Proposal for a directive","Recital 48"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:08"},"new":["(48) It is appropriate that members who","held voting rights and who have explicitly","objected to the draft terms of the cross-","border division should be afforded the right","to exit the company. Those members","should be able to leave the company and","receive cash compensation equivalent to","the value of their shares. Moreover,","members who have refused the offer of","cash compensation because they do not","consider the compensation to be adequate","should have a right to challenge the","calculation and adequacy of that cash","compensation before a court. As part of","those proceedings, the court should be able","to order any company involved in the","cross-border division either to pay","additional cash compensation or to issue","additional shares."],"old":["(48) It is appropriate that members who","held voting rights and who did not vote to","approve the draft terms of the cross-border","division and those members without","voting rights, who could not present their","position, should be afforded the right to","exit the company. Those members should","be able to leave the company and receive","cash compensation for their shares","equivalent to the value of their shares.","Furthermore, they should have a right to","challenge the calculation and adequacy of","that cash compensation offered and also","the share exchange ratio where they wish","to remain members of any of the recipient","companies before a court. As part of those","proceedings, the court should be able to","order any company involved in the cross-","border division either to pay additional","","cash compensation or to issue additional","shares."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"175","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-231","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 e \u2013 paragraph 4"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:06"},"new":["deleted"],"old":["4. However, that report shall not be","required where all the members of the","company carrying out the cross-border","conversion have agreed to waive this","requirement."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"231","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-232","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 e \u2013 paragraph 4"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:06"},"new":["deleted"],"old":["4. However, that report shall not be","required where all the members of the","company carrying out the cross-border","conversion have agreed to waive this","requirement."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"232","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-176","location":[["Proposal for a directive","Recital 49"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:08"},"new":["deleted"],"old":["(49) The company being divided should","propose in the draft terms adequate","means to protect creditors in view of the","cross-border division. In addition, in","order to strengthen the protection of","creditors in case of insolvency following","the cross-border division, Member States","should be allowed to require the company","to make a declaration stating that it is not","aware of any reason why the converted","company should not be able to meet its","liabilities. Member States should be able","to make management organ personally","liable for the accuracy of the statement.","Since legal traditions vary among","Member States with regard to solvency","declarations and their possible","consequences, it should be up to Member","States to draw appropriate consequences","of false or misleading declarations,","including sanctions and liabilities in","compliance with Union law."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"176","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-177","location":[[" Proposal for a directive","Recital 50"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:08"},"new":["deleted"],"old":["(50) In order to guarantee the","appropriate protection of creditors in","cases where they are not satisfied with the","protection offered by the company in the","draft terms of the cross-border division,","creditors who are prejudiced by the cross-","border division may apply to the","competent judicial or administrative","authority of the Member State of the","company being divided for the safeguards","they consider adequate. In order to","facilitate the assessment of prejudice,","certain presumptions should be laid down","whereby creditors would be deemed not to","be prejudiced by a cross-border division","where the risk of loss to a creditor is","remote. A presumption should arise where","an independent expert report concludes","that there is no reasonable likelihood that","the creditors would be prejudiced or","where creditors are offered a right to","payment against the company resulting","from the division or against a third party","guarantee of equivalent value to the","creditor's original claim and which can be","brought in the same jurisdiction","jurisdiction as the original claim. The","creditor protection provided for in this","Directive should be without prejudice to","national laws of the Member State of the","company being divided concerning","payment to public bodies, including","taxation or social security contributions."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"177","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-233","justification":"Given its importance for combating fraud or tax abuse, the report should be drawn up\nobligatorily, regardless of the approval of all the members of the company to waive this\nrequirement.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 e \u2013 paragraph 4"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:06"},"new":["deleted"],"old":["4. However, that report shall not be","required where all the members of the","company carrying out the cross-border","conversion have agreed to waive this","requirement."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"233","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold","changes":{},"committee":["ECON"],"compromise":["on behalf of the Verts/ALE Group"],"date":"2018-09-11T00:00:00","id":"PE627.752-178","location":[["Proposal for a directive","Recital 50"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:08"},"new":["(50) In order to guarantee the","appropriate protection of creditors in cases","where they are not satisfied with the","protection offered by the company in the","draft terms of the cross-border division,","creditors who are prejudiced by the cross-","border division may apply to the competent","judicial or administrative authority of the","Member State of the company being","divided for the safeguards they consider","adequate. In order to facilitate the","assessment of prejudice, certain","presumptions should be laid down whereby","creditors would be deemed not to be","prejudiced by a cross-border division","where the risk of loss to a creditor is","remote. A presumption should arise where","creditors are offered a right to payment","against the company resulting from the","division or against a third party guarantee","of equivalent value to the creditor's original","claim and which can be brought in the","same jurisdiction as the original claim. The","creditor protection provided for in this","Directive should be without prejudice to","national laws of the Member State of the","company being divided concerning","payment to public bodies, including","taxation or social security contributions."],"old":["(50) In order to guarantee the","appropriate protection of creditors in cases","where they are not satisfied with the","protection offered by the company in the","draft terms of the cross-border division,","creditors who are prejudiced by the cross-","border division may apply to the competent","judicial or administrative authority of the","Member State of the company being","divided for the safeguards they consider","adequate. In order to facilitate the","assessment of prejudice, certain","presumptions should be laid down whereby","creditors would be deemed not to be","prejudiced by a cross-border division","where the risk of loss to a creditor is","remote. A presumption should arise where","an independent expert report concludes","that there is no reasonable likelihood that","the creditors would be prejudiced or","where creditors are offered a right to","payment against the company resulting","from the division or against a third party","guarantee of equivalent value to the","creditor's original claim and which can be","brought in the same jurisdiction","jurisdiction as the original claim. The","creditor protection provided for in this","Directive should be without prejudice to","national laws of the Member State of the","company being divided concerning","payment to public bodies, including","taxation or social security contributions."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"178","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-234","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 e \u2013 paragraph 4"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:06"},"new":["4. Where all the members of the","company carrying out the cross-border","conversion have agreed to waive the","requirement for this report, it only needs","to pertain to the factors listed in","paragraph 2(a), (d), (e) and (f) and to be","made available to the representatives of","the employees of the company carrying","out the cross-border conversion or, where","there are no such representatives, to the","employees themselves."],"old":["4. However, that report shall not be","required where all the members of the","company carrying out the cross-border","conversion have agreed to waive this","requirement."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"234","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-179","location":[[" Proposal for a directive","Recital 51"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:08"},"new":["deleted"],"old":["(51) To ensure the proper allocation of","tasks among Member States and an","efficient and effective ex-ante control of","cross-border divisions, the competent","authority of the Member State of the","company being divided should have the","power to issue a pre-division certificate","without which the authorities of the","Member States of the recipient companies","should not be able to complete the cross-","border-division procedure."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"179","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-235","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 e \u2013 paragraph 4 a (new)"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:06"},"new":["4a. However, where a company","carrying out the cross-border conversion","and its subsidiaries, if any, have no","employees other than those who form part","of the management or administrative","organ, the report may be limited to the","factors listed in paragraph 2(a), (b) and","(c)."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"235","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-180","location":[[" Proposal for a directive","Recital 52"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:08"},"new":["deleted"],"old":["(52) The issue of the pre-division","certificate by the Member State of the","company being divided should be","scrutinised to ensure the legality of the","cross-border division. The competent","authority should decide whether to issue a","pre-division certificate within one month","of the application by the company has","been submitted, unless it has serious","concerns as to the existence of an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or members. In","such a case, the competent authority","should carry out an in-depth assessment.","However, this in-depth assessment should","not be carried out systematically but it","should be conducted on a case-by-case","","basis where there are serious concerns as","to the existence of an artificial","arrangement. For their assessment,","competent authorities should take into","account at least a number of factors laid","down in this Directive which however","should be only considered as indicative","factors in the overall assessment and not","be considered in isolation. In order not to","burden companies with an overly lengthy","procedure, this in-depth assessment","should in any event be concluded within","two months informing the company that","the in-depth assessment will be carried","out."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"180","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-236","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 e \u2013 paragraph 4 b (new)"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:06"},"new":["4b. Paragraphs 1 to 6 are without","prejudice to the applicable information","and consultation rights and proceedings","instituted at national level following the","transposition of Directives 2002/14/EC or","2009/38/EC."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"236","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-181","justification":" See amendment to Article 160d.","location":[["Proposal for a directive","Recital 52"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:08"},"new":["(52) The issue of the pre-division","certificate by the Member State of the","company being divided should be","scrutinised to ensure the legality of the","cross-border division. The competent","authority should decide whether to issue a","pre-division certificate within one month of","the application by the company has been","submitted."],"old":["(52) The issue of the pre-division","certificate by the Member State of the","company being divided should be","scrutinised to ensure the legality of the","cross-border division. The competent","authority should decide whether to issue a","pre-division certificate within one month of","the application by the company has been","submitted, unless it has serious concerns","as to the existence of an artificial","arrangement aimed at obtaining undue","tax advantages or at unduly prejudicing","the legal or contractual rights of","employees, creditors or members. In such","a case, the competent authority should","carry out an in-depth assessment.","However, this in-depth assessment should","not be carried out systematically but it","should be conducted on a case-by-case","basis where there are serious concerns as","","to the existence of an artificial","arrangement. For their assessment,","competent authorities should take into","account at least a number of factors laid","down in this Directive which however","should be only considered as indicative","factors in the overall assessment and not","be considered in isolation. In order not to","burden companies with an overly lengthy","procedure, this in-depth assessment","should in any event be concluded within","two months informing the company that","the in-depth assessment will be carried","out."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"181","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-237","justification":"Deleted because Article 86f is being integrated into Article 86e.","meps":[28223],"meta":{"created":"2019-07-03T06:12:06"},"new":["deleted"],"old":["Article 86f","Report of the management or","administrative organ to the employees"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"237","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-182","location":[[" Proposal for a directive","Recital 52"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:08"},"new":["(52) The issue of the pre-division","certificate by the Member State of the","company being divided should be","scrutinised to ensure the legality of the","cross-border division. The competent","authority should decide whether to issue a","pre-division certificate within three","months of the application by the company","has been submitted, unless it has serious","concerns as to the existence of an artificial","arrangement aimed at obtaining undue tax","advantages or at unduly prejudicing the","legal or contractual rights of employees,","creditors or members. In such a case, the","competent authority should carry out an in-","depth assessment. However, this in-depth","assessment should not be carried out","systematically but it should be conducted","on a case-by-case basis where there are","serious concerns as to the existence of an","artificial arrangement. For their","assessment, competent authorities should","take into account at least a number of","factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","five months informing the company that","the in-depth assessment will be carried out."],"old":["(52) The issue of the pre-division","certificate by the Member State of the","company being divided should be","scrutinised to ensure the legality of the","cross-border division. The competent","authority should decide whether to issue a","pre-division certificate within one month","of the application by the company has been","submitted, unless it has serious concerns as","to the existence of an artificial arrangement","aimed at obtaining undue tax advantages or","at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In such a case, the competent","authority should carry out an in-depth","assessment. However, this in-depth","","assessment should not be carried out","systematically but it should be conducted","on a case-by-case basis where there are","serious concerns as to the existence of an","artificial arrangement. For their","assessment, competent authorities should","take into account at least a number of","factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","two months informing the company that","the in-depth assessment will be carried out."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"182","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-238","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point a"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:06"},"new":["(a) the rationale for the operation and","implications of the cross-border conversion","on the future business of the company and","on the management's strategic plan;"],"old":["(a) the implications of the cross-border","conversion on the future business of the","company and on the management's","strategic plan;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"238","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-183","location":[["Proposal for a directive","Recital 53"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:08"},"new":["deleted"],"old":["(53) After having received a pre-","division certificate, and after verifying","that the incorporation requirements of the","Member State of the recipient company or","companies are fulfilled, the authorities of","the Member States of the recipient","companies should register the companies","in the business registers of that Member","State. Only after this registration should","the competent authority of the Member","State of the company being divided strike","the company off its own register. The","accuracy of the information provided by","the pre-division certificate cannot be","challenged by the competent authorities of","the Member States of the recipient","companies."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"183","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-239","location":[["Proposal for a directive","Article 1.\u00ba \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point c"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:06"},"new":["(c) any material changes in the","conditions of employment, including in","employment relationships, and in the","location of the company\u2019s places of","business;"],"old":["(c) any material changes in the","conditions of employment and in the","location of the company\u2019s places of","business;"],"orig_lang":"pt","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"239","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-240","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 f \u2013 paragraph 3"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:06"},"new":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the trade unions","and the representatives of the employees of","the company carrying out the cross-border","conversion or, where there are no such","representatives, to the employees","themselves not less than two months before","the date of the general meeting referred to","in Article 86i. That report shall also be","made similarly available to the members of","the company carrying out the cross-border","conversion."],"old":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the representatives","of the employees of the company carrying","out the cross-border conversion or, where","there are no such representatives, to the","employees themselves not less than two","months before the date of the general","meeting referred to in Article 86i. That","report shall also be made similarly","available to the members of the company","carrying out the cross-border conversion."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"240","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-184","location":[[" Proposal for a directive","Recital 53"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:08"},"new":["(53) After having received a pre-","division certificate, and after verifying that","the incorporation requirements of the","Member State of the recipient company or","companies are fulfilled, the authorities of","the Member States of the recipient","companies should register the companies in","the business registers of that Member State.","Authorities of the Member States of the","recipient companies should also verify the","ultimate beneficial owners of these","companies, based on information","received. Only after this registration should","the competent authority of the Member","State of the company being divided strike","the company off its own register. The","accuracy of the information provided by","the pre-division certificate can be","challenged by the competent authorities of","the Member States of the recipient","companies in case of evidence leading to","strong suspicion of fraud, which should","be shared with the Member State of","origin."],"old":["(53) After having received a pre-","division certificate, and after verifying that","the incorporation requirements of the","Member State of the recipient company or","companies are fulfilled, the authorities of","the Member States of the recipient","companies should register the companies in","the business registers of that Member State.","Only after this registration should the","competent authority of the Member State","of the company being divided strike the","company off its own register. The accuracy","of the information provided by the pre-","division certificate cannot be challenged","by the competent authorities of the","Member States of the recipient companies."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"184","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-241","location":[[" Proposal for a directive","Article 1.\u00ba \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 f \u2013 paragraph 3"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:06"},"new":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the representatives","of the employees of the company carrying","out the cross-border conversion or, where","there are no such representatives, to the","employees themselves not less than six","months before the date of the general","meeting referred to in Article 86i. That","report shall also be made similarly","available to the members of the company","carrying out the cross-border conversion."],"old":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the representatives","of the employees of the company carrying","out the cross-border conversion or, where","there are no such representatives, to the","employees themselves not less than two","months before the date of the general","meeting referred to in Article 86i. That","report shall also be made similarly","available to the members of the company","carrying out the cross-border conversion."],"orig_lang":"pt","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"241","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-185","location":[[" Proposal for a directive","Recital 54"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:09"},"new":["deleted"],"old":["(54) As a consequence of the cross-","border division, the assets and liabilities","of the company being divided shall be","transferred to the recipient companies in","accordance with the allocation specified","in the draft terms of division and the","members of the company being divided","shall become members of the recipient","companies or remain members of the","company being divided or shall become","members of both."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"185","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-242","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 f \u2013 paragraph 5"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:06"},"new":["deleted"],"old":["5. However, where a company","carrying out the cross-border conversion","and its subsidiaries, if any, have no","employees other than those who form part","of the management or administrative","organ, the report referred to in paragraph","1 shall not be required."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"242","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-243","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 f \u2013 paragraph 5"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:07"},"new":["deleted"],"old":["5. However, where a company","carrying out the cross-border conversion","and its subsidiaries, if any, have no","employees other than those who form part","of the management or administrative","organ, the report referred to in paragraph","1 shall not be required."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"243","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-186","location":[["Proposal for a directive","Recital 55"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:09"},"new":["deleted"],"old":["(55) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border division where","the company carrying out the cross-","border division is operating under an","employee participation system, the","companies resulting from the division","should be obliged to take a legal form","allowing for the exercise of participation,","including through the presence of","representatives of the employees in the","appropriate management or supervisory","organs of the companies. Moreover, in","such a case, a bona fide negotiation","between the company and its employees","should take place, along the lines of the","procedure provided for in Directive","2001/86/EC, with a view to finding an","amicable solution reconciling the right of","the company to carry out a cross-border","division with the employees'' rights of","participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an","","agreement, the application of standard","rules as set out in the Annex to Directive","2001/86/EC should apply mutatis","mutandis. In order to protect either the","agreed solution or the application of those","standard rules, the company should not be","able to remove the participation rights","through carrying out subsequent domestic","or cross-border conversions, mergers or","divisions within 3 years."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"186","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-244","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 g \u2013 title"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:07"},"new":["Article 86g","Examination by the competent authority"],"old":["Article 86gExamination by an","independent expert"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"244","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-245","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:07"},"new":["Member States shall ensure that the","company carrying out the cross-border","conversion and, where one exists, the","competent organ of the company\u2019s","employee representation applies not less","than four months before the date of the","general meeting referred to in Article 86i to","the competent authority designated in","accordance with Article 86m(1), to appoint","an expert to examine and assess the draft","terms of the cross-border conversion and","the reports referred to in Articles 86e and","86f for both form and content, subject to","the proviso set out in paragraph 6 of this","Article."],"old":["Member States shall ensure that the","company carrying out the cross-border","conversion applies not less than two","months before the date of the general","meeting referred to in Article 86i to the","","competent authority designated in","accordance with Article 86m(1), to appoint","an expert to examine and assess the draft","terms of the cross-border conversion and","the reports referred to in Articles 86e and","86f, subject to the proviso set out in","paragraph 6 of this Article."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"245","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-187","location":[[" Proposal for a directive","Recital 55"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:09"},"new":["(55) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border division where","the company carrying out the cross-border","division is operating under an employee","participation system, the companies","resulting from the division should be","obliged to take a legal form allowing for","the exercise of equivalent participation,","including through the presence of","representatives of the employees in the","appropriate management or supervisory","organs of the companies. Moreover, in","such a case, a bona fide negotiation","between the company and its employees","should take place, along the lines of the","procedure provided for in Directive","2001/86/EC, with a view to finding an","amicable solution reconciling the right of","the company to carry out a cross-border","division with the employees'' rights of","participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","in the Annex to Directive 2001/86/EC","should apply mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","participation rights through carrying out","subsequent domestic or cross-border","conversions, mergers or divisions","within ten years."],"old":["(55) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border division where","the company carrying out the cross-border","division is operating under an employee","participation system, the companies","resulting from the division should be","obliged to take a legal form allowing for","the exercise of participation, including","through the presence of representatives of","the employees in the appropriate","management or supervisory organs of the","companies. Moreover, in such a case, a","bona fide negotiation between the company","and its employees should take place, along","the lines of the procedure provided for in","Directive 2001/86/EC, with a view to","finding an amicable solution reconciling","the right of the company to carry out a","cross-border division with the employees''","rights of participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","","in the Annex to Directive 2001/86/EC","should apply mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","participation rights through carrying out","subsequent domestic or cross-border","conversions, mergers or divisions within 3","years."],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"187","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-246","justification":"The existing provisions for mergers in Directive (EU) 2017/1132 do not as yet stipulate a time\nlimit on applying for an expert to be appointed. Rules on time limits should be harmonised\nhere as well.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:07"},"new":["Member States shall ensure that the","company carrying out the cross-border","conversion applies to the competent","authority designated in accordance with","Article 86m(1), to appoint an expert to","examine and assess the draft terms of the","cross-border conversion and the report","referred to in Article 86e, subject to the","proviso set out in paragraph 6 of this","Article."],"old":["Member States shall ensure that the","company carrying out the cross-border","conversion applies not less than two","months before the date of the general","meeting referred to in Article 86i to the","competent authority designated in","accordance with Article 86m(1), to appoint","an expert to examine and assess the draft","terms of the cross-border conversion and","the reports referred to in Articles 86e and","86f, subject to the proviso set out in","paragraph 6 of this Article."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"246","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-188","location":[["Proposal for a directive","Recital 56"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:09"},"new":["deleted"],"old":["(56) In order to prevent the","circumvention of the employee","participation rights by means of a cross-","border division, the company carrying out","a division which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border division","without first entering into negotiations","with its employees or their representatives","when the average number of employees","employed by that company is equivalent to","four fifths of the national threshold for","triggering such employee participation."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"188","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-247","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:07"},"new":["Member States shall ensure that the","company carrying out the cross-border","conversion applies not less than two","months before the date of the general","meeting referred to in Article 86i to the","competent authority designated in","accordance with Article 86m(1). The","competent authority shall examine and","assess the draft terms of the cross-border","conversion and the reports referred to in","Articles 86e and 86f, subject to the proviso","set out in paragraph 6 of this Article."],"old":["Member States shall ensure that the","company carrying out the cross-border","conversion applies not less than two","months before the date of the general","meeting referred to in Article 86i to the","competent authority designated in","accordance with Article 86m(1), to appoint","an expert to examine and assess the draft","terms of the cross-border conversion and","the reports referred to in Articles 86e and","86f, subject to the proviso set out in","paragraph 6 of this Article."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"247","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-189","justification":" It is necessary to make the rules coherent: the threshold of 500 employees, which is also\n provided for in the provisions on cross-border mergers, and in particular Article 133 thereof,\n has proved its worth in practice and should therefore apply uniformly to all restructuring\n measures across the EU.","location":[["Proposal for a directive","Recital 56"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:09"},"new":["(56) In order to prevent the","circumvention of the employee","participation rights by means of a cross-","border division, the company carrying out","a division which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border division","without first entering into negotiations with","its employees or their representatives when","the average number of employees","employed by that company exceeds 500."],"old":["(56) In order to prevent the","circumvention of the employee","participation rights by means of a cross-","border division, the company carrying out","a division which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border division","without first entering into negotiations with","its employees or their representatives when","the average number of employees","employed by that company is equivalent to","four fifths of the national threshold for","triggering such employee participation."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"189","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-248","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 1 \u2013 subparagraph 2 \u2013 introductory part"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:07"},"new":["The application to the competent authority","shall be accompanied by the following:"],"old":["The application for the appointment of an","expert shall be accompanied by the","following:"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"248","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-190","location":[[" Proposal for a directive","Recital 58"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:09"},"new":["(58) The provisions of this Directive do","not affect the legal or administrative","provisions, including the enforcement of","tax rules in cross-border conversions,","mergers and divisions, of national law","relating to the taxes of Member States, or","its territorial and administrative","subdivisions. Departure Member States","shall for example have the right to impose","taxes on hidden reserves of departing","companies that have not yet been subject","to taxation in the departing Member State,","in accordance with the case law of the","European Court of Justice."],"old":["(58) The provisions of this Directive do","not affect the legal or administrative","provisions, including the enforcement of","tax rules in cross-border conversions,","mergers and divisions, of national law","relating to the taxes of Member States, or","its territorial and administrative","subdivisions.","",""],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"190","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-249","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 1 \u2013 subparagraph 2 \u2013 point b"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:07"},"new":["(b) the report referred to in Article 86e,"],"old":["(b) the reports referred to in Articles","86e and 86f."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"249","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-250","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 2"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:07"},"new":["2. The competent authority shall start","working on the application referred to in","paragraph 1 within 5 working days","following the receipt of the draft terms and","reports."],"old":["2. The competent authority shall","appoint an independent expert within five","working days from the application referred","to in paragraph 1 and the receipt of the","draft terms and reports. The expert shall be","independent from the company carrying","out the cross-border conversion and may","be a natural or a legal person depending","upon the law of the departure Member","State. Member States shall take into","account, in assessing the independence of","the expert, the framework established in","Articles 22 and 22b of Directive","2006/43/EC."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"250","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-191","location":[["Proposal for a directive","Recital 58"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:09"},"new":["(58) The provisions of this Directive do","not affect the legal or administrative","provisions, including the enforcement of","tax rules in cross-border conversions and","mergers, of national law relating to the","taxes of Member States, or their territorial","or administrative subdivisions."],"old":["(58) The provisions of this Directive do","not affect the legal or administrative","provisions, including the enforcement of","tax rules in cross-border conversions,","mergers and divisions, of national law","relating to the taxes of Member States, or","its territorial and administrative","subdivisions."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"191","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-251","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:07"},"new":["2. The competent authority shall","appoint an independent expert within five","working days of the application referred to","in paragraph 1 and the receipt of the draft","terms and report. The expert shall be","independent from the company carrying","out the cross-border conversion and may","be a natural or a legal person depending","upon the law of the departure Member","State. Member States shall take into","account, in assessing the independence of","the expert, the framework established in","Articles 22 and 22b of Directive","2006/43/EC."],"old":["2. The competent authority shall","appoint an independent expert within five","working days of the application referred to","in paragraph 1 and the receipt of the draft","terms and reports. The expert shall be","independent from the company carrying","out the cross-border conversion and may","be a natural or a legal person depending","upon the law of the departure Member","State. Member States shall take into","account, in assessing the independence of","the expert, the framework established in","Articles 22 and 22b of Directive","2006/43/EC."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"251","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-192","location":[["Proposal for a directive","Recital 60"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:09"},"new":["(60) Since the objectives of this","Directive, to facilitate and regulate cross-","border conversions and mergers, cannot be","sufficiently achieved by the Member","States, but can be better achieved at Union","level, the Union may adopt measures, in","accordance with the principle of","subsidiarity as set out in Article 5 of the","Treaty on European Union. In accordance","with the principle of proportionality, as set","out in that Article, this Directive does not","go beyond what is necessary to achieve","those objectives."],"old":["(60) Since the objectives of this","Directive, to facilitate and regulate cross-","border conversions, mergers and divisions","cannot be sufficiently achieved by the","Member States, but can be better achieved","at Union level, the Union may adopt","measures, in accordance with the principle","of subsidiarity as set out in Article 5 of the","Treaty on European Union. In accordance","with the principle of proportionality, as set","out in that Article, this Directive does not","","go beyond what is necessary to achieve","those objectives."],"orig_lang":"de","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"192","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":" Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-252","justification":"5 days seem to short compared to the tasks imposed to perform within.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 2"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:07"},"new":["2. The competent authority shall","appoint an independent expert within ten","working days from the application referred","to in paragraph 1 and the receipt of the","draft terms and reports. The expert shall be","independent from the company carrying","out the cross-border conversion and may","be a natural or a legal person depending","upon the law of the departure Member","State. Member States shall take into","account, in assessing the independence of","the expert, the framework established in","Articles 22 and 22b of Directive","2006/43/EC."],"old":["2. The competent authority shall","appoint an independent expert within five","working days from the application referred","to in paragraph 1 and the receipt of the","draft terms and reports. The expert shall be","independent from the company carrying","out the cross-border conversion and may","be a natural or a legal person depending","upon the law of the departure Member","","State. Member States shall take into","account, in assessing the independence of","the expert, the framework established in","Articles 22 and 22b of Directive","2006/43/EC."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"252","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-253","justification":"Point (b) is now obsolete, as Article 86c has been deleted. Paragraph 3 and point (a) are\ntherefore condensed in this amendment.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 3 \u2013 introductory part"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:07"},"new":["3. The expert shall draw up a written","report which includes an examination of","the report made available under Article","86e and the draft terms of conversion."],"old":["3. The expert shall draw up a written","report providing at least:"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"253","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.752-193","location":[[" Proposal for a directive","Recital 63"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:09"},"new":["(63) The Commission should carry out","an evaluation of this Directive. Pursuant to","paragraph 22 of the Interinstitutional","Agreement between the European","Parliament, the Council of the European","Union and the European Commission on","Better Law-Making of 13 April 201652 that","evaluation should be based on the five","criteria of efficiency, effectiveness,","relevance, coherence and value added and","should provide the basis for impact","assessments of possible further measures.","This evaluation should pay particular","attention to the impact of this Directive in","detecting and preventing cases of cross-","border conversions, mergers or divisions","representing artificial arrangements.","_________________","52","OJ L123, 12.5. 2016, p. 1. OJ L123, 12.5. 2016, p. 1."],"old":["(63) The Commission should carry out","an evaluation of this Directive. Pursuant to","paragraph 22 of the Interinstitutional","Agreement between the European","Parliament, the Council of the European","Union and the European Commission on","Better Law-Making of 13 April 201652 that","evaluation should be based on the five","criteria of efficiency, effectiveness,","relevance, coherence and value added and","should provide the basis for impact","assessments of possible further measures.","_________________","52"],"orig_lang":"en","peid":"PE627.752v01-00","reference":"2018/0114(COD)","seq":"193","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627752_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-254","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 3 \u2013 introductory part"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:07"},"new":["3. The competent authority shall draw","up a written report providing at least:"],"old":["3. The expert shall draw up a written","report providing at least:"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"254","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-255","justification":" See justification for Article 86g(3).","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 3 \u2013 point a"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:07"},"new":["deleted"],"old":["(a) a detailed assessment of the","accuracy of the reports and information","submitted by the company carrying out","the cross-border conversion;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"255","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-256","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 3 \u2013 point a"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:08"},"new":["(a) a detailed assessment of the reports","and information submitted by the company","carrying out the cross-border conversion in","terms of both form and content;"],"old":["(a) a detailed assessment of the","accuracy of the reports and information","submitted by the company carrying out the","cross-border conversion;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"256","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-257","justification":"See justification for Article 86g(3).","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 3 \u2013 point b"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:08"},"new":["deleted"],"old":["(b) a description of all factual","elements necessary for the competent","authority, designated in accordance with","Article 86m(1), to carry out an in-depth","assessment to determine whether the","intended cross-border conversion","constitutes an artificial arrangement in","accordance with Article 86n, including at","a minimum the following: the","characteristics of the establishment in the","destination Member State, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and","their location, the habitual place of work","of the employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the converted company","in the destination Member State and the","departure Member State."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"257","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-258","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3 Directive (EU) No 2017/1132"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:08"},"new":["(b) a description of all factual elements","designated in accordance with Article","86m(1), to carry out an in-depth","assessment to determine whether the","intended cross-border conversion","constitutes an artificial arrangement in","accordance with Article 86n, including at a","minimum the following: the characteristics","of the establishment in the destination","Member State, including the intent, the","sector, the investment, the net turnover and","profit or loss, number of employees, the","composition of the balance sheet, the tax","residence, the assets and their location, the","habitual place of work of the employees","and of specific groups of employees, the","place where social contributions are due","and the commercial risks assumed by the","converted company in the destination","Member State and the departure Member","State."],"old":["(b) a description of all factual elements","necessary for the competent authority,","designated in accordance with Article","86m(1), to carry out an in-depth","assessment to determine whether the","intended cross-border conversion","constitutes an artificial arrangement in","accordance with Article 86n, including at a","minimum the following: the characteristics","of the establishment in the destination","Member State, including the intent, the","sector, the investment, the net turnover and","profit or loss, number of employees, the","composition of the balance sheet, the tax","residence, the assets and their location, the","habitual place of work of the employees","and of specific groups of employees, the","place where social contributions are due","and the commercial risks assumed by the","converted company in the destination","Member State and the departure Member","State."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"258","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-259","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 3 a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:08"},"new":["3 a. The competent authority shall","always organise a meeting with employees","of the company prior to drawing up its","written report."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"259","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-260","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 4"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:08"},"new":["4. Member States shall ensure that the","independent expert shall be entitled to","obtain, from the company carrying out the","cross-border conversion, all relevant","information and documents and to carry","out all necessary investigations to verify all","elements of the draft terms or management","reports. The expert shall also be obliged to","receive and consider comments and","opinions from financial authorities, social","security programmes, trade unions,","representatives of the employees of the","company, or, where there are no such","representatives, from the employees","themselves and also from the creditors and","members of the company. These shall be","attached to the report as appendices."],"old":["4. Member States shall ensure that the","independent expert shall be entitled to","obtain, from the company carrying out the","cross-border conversion, all relevant","information and documents and to carry","out all necessary investigations to verify all","elements of the draft terms or management","reports. The expert shall also be entitled to","receive comments and opinions from the","representatives of the employees of the","company, or, where there are no such","representatives, from the employees","themselves and also from the creditors and","members of the company."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"260","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-261","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 4"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:08"},"new":["4. Member States shall ensure that","their competent authority obtains from the","company carrying out the cross-border","conversion, all relevant information and","documents and that the competent","authority carries out all necessary","investigations to verify all elements of the","draft terms or management reports. The","competent authority shall also be entitled","to receive comments and opinions from the","representatives of the employees of the","company, or, where there are no such","representatives, from the employees","themselves and also from the creditors and","members of the company."],"old":["4. Member States shall ensure that the","independent expert shall be entitled to","obtain, from the company carrying out the","","","cross-border conversion, all relevant","information and documents and to carry","out all necessary investigations to verify all","elements of the draft terms or management","reports. The expert shall also be entitled to","receive comments and opinions from the","representatives of the employees of the","company, or, where there are no such","representatives, from the employees","themselves and also from the creditors and","members of the company."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"261","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-262","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 4"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:08"},"new":["4. Member States shall ensure that the","independent expert shall be entitled to","obtain, from the company carrying out the","cross-border conversion, all relevant","information and documents and to carry","out all necessary investigations to verify all","elements of the draft terms or management","report. The expert shall also be entitled to","receive comments and opinions from the","representatives of the employees of the","company, or, where there are no such","representatives, from the employees","themselves and also from the creditors and","members of the company."],"old":["4. Member States shall ensure that the","independent expert shall be entitled to","obtain, from the company carrying out the","cross-border conversion, all relevant","information and documents and to carry","out all necessary investigations to verify all","elements of the draft terms or management","reports. The expert shall also be entitled to","receive comments and opinions from the","representatives of the employees of the","company, or, where there are no such","representatives, from the employees","themselves and also from the creditors and","members of the company."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"262","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-263","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 5"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:08"},"new":["5. Member States shall ensure that","information and opinions submitted to the","independent expert are treated as","confidential. Business secrets in","particular shall be redacted at key points","in the report."],"old":["5. Member States shall ensure that","information submitted to the independent","expert can only be used for the purpose of","drafting their report and that confidential","information, including business secrets,","shall not be disclosed. Where appropriate,","the expert may submit a separate","document containing any such","confidential information to the competent","authority, designated in accordance with","Article 86m(1) and that separate","document shall only be made available to","the company carrying out the cross-","border conversion and not be disclosed to","any other party."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"263","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-264","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 5"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:08"},"new":["5. Member States shall ensure that","information submitted can only be used for","the purpose of drafting their report and that","confidential information shall not be","disclosed. Where appropriate, a separate","document containing any such confidential","information shall be produced by the","competent authority and that separate","document shall only be made available to","the company carrying out the cross-border","conversion and not be disclosed to any","other party."],"old":["5. Member States shall ensure that","information submitted to the independent","expert can only be used for the purpose of","drafting their report and that confidential","information, including business secrets,","shall not be disclosed. Where appropriate,","the expert may submit a separate","document containing any such confidential","information to the competent authority,","","designated in accordance with Article","86m(1) and that separate document shall","only be made available to the company","carrying out the cross-border conversion","and not be disclosed to any other party."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"264","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-265","justification":" Authorities competent to impose such charges according to the national law of a Member\n State could be accused of hindering cross-border conversion. In order to avoid that this\n should be clearly regulated in the Directive.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 5 a (new)"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:08"},"new":["5 a. The costs of the expert report by","an independent expert shall be charged to","the company subject to cross-border","conversion."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"265","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-266","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 6"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:08"},"new":["deleted"],"old":["6. Member States shall exempt micro","and small enterprises as defined in","","Commission Recommendation","2003/361/EC (**) from the provisions of","this Article."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"266","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-267","justification":"Art. 86k para 3 point 3 point a secures that \"The creditors [...] shall be presumed not to be\nprejudiced by a cross-border conversion in [...] where the company discloses together with\nthe draft terms of conversion an independent expert report, which concluded that there is no\nreasonable likelihood that the rights of creditors would be unduly prejudiced\". As this\nprotection provision requires an expert report to be provided, the micro and small enterprises\nmust keep their right to apply for it.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 6"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:08"},"new":["6. Member States shall exempt 'micro'","and 'small enterprises' as defined in","Commission Recommendation","2003/361/EC (**) from the provisions of","this Article. This is, however, without","prejudice to the right of micro and small","enterprises to apply for an expert report","by an independent expert if they consider","it to their benefit; in particular to secure","the application of the protection","provisions laid down in Article 86k","paragraph 3 point a.","Or. en","(Read together with: Art. 86k paragraph 3 point a)"],"old":["6. Member States shall exempt 'micro'","and 'small enterprises' as defined in","Commission Recommendation","2003/361/EC (**) from the provisions of","this Article.","",""],"peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"267","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-268","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 g \u2013 paragraph 6 a (new)"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:08"},"new":["6 a. For reasons of transparency, the","report shall be made available to the","public."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"268","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-269","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 h \u2013 paragraph 1 \u2013 subparagraph 1 \u2013 point b"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:08"},"new":["(b) the competent authority of the","departure Member State\u2019s report referred","to in Article 86g;"],"old":["(b) the independent expert report","referred to in Article 86g, where","applicable;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"269","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-270","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 h \u2013 paragraph 3 \u2013 point d a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:08"},"new":["(d a) Information on its ultimate","beneficial owners before and after the","cross-border conversion."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"270","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-271","justification":"This amendment is intended to create consistency with proposal for a directive (COM (2018)\n239 final) concerning the use of digital tools and processes in company law.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 h \u2013 paragraph 4 \u2013 subparagraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:08"},"new":["Member States shall ensure that the","requirements referred to in paragraphs 1","and 3 can be completed online in their","entirety without the necessity to appear in","person before any competent authority or","any other person or authority entrusted","with processing the application in the","departure Member State."],"old":["Member States shall ensure that the","requirements referred to in paragraphs 1","and 3 can be completed online in their","entirety without the necessity to appear in","person before any competent authority in","the departure Member State."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"271","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-272","justification":" The term \u2018suspicion of fraud\u2019 is given different meanings in different Member States.\n Moreover, it is doubtful that the proposed wording encompasses all intended situations.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 h \u2013 paragraph 4 \u2013 subparagraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:09"},"new":["However, Member States may require a","physical presence before a competent","authority where the public interest","provides a compelling reason to do so."],"old":["However, Member States may, in cases of","genuine suspicion of fraud based on","reasonable grounds, require a physical","","presence before a competent authority."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"272","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-273","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 h \u2013 paragraph 4 \u2013 subparagraph 2"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:09"},"new":["However, Member States may, in cases of","suspicion of fraud based on reasonable","grounds, require a physical presence before","a competent authority."],"old":["However, Member States may, in cases of","genuine suspicion of fraud based on","reasonable grounds, require a physical","presence before a competent authority."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"273","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-274","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 h \u2013 paragraph 4 \u2013 subparagraph 2"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:09"},"new":["(Does not affect the English version.)"],"old":["However, Member States may, in cases of","genuine suspicion of fraud based on","reasonable grounds, require a physical","presence before a competent authority."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"274","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-275","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 h \u2013 paragraph 6 a (new)"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:09"},"new":["6 a. Member States shall ensure that","confidential information, including","business secrets, shall not be disclosed."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"275","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-276","location":[["Proposal for a directive","Article 1.\u00ba \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 i \u2013 title"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:09"},"new":["Article 86 i","Approval by the general meeting and by","the employees\u2019 plenary"],"old":["Article 86 i","","","Approval by the general meeting"],"orig_lang":"pt","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"276","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-277","location":[["Proposal for a directive","Article 1.\u00ba \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 i \u2013 paragraph 1"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:09"},"new":["1. After taking note of the reports","referred to in Articles 86e, 86f and 86g,","where applicable, the general meeting and","the employees\u2019 plenary of the company","carrying out the conversion shall decide, by","means of a resolution, whether to approve","the draft terms of the cross-border","conversion. The company shall inform the","competent authority designated in","accordance with Article 86m(1) of the","decision of the general meeting and the","employees\u2019 plenary."],"old":["1. After taking note of the reports","referred to in Articles 86e, 86f and 86g,","where applicable, the general meeting of","the company carrying out the conversion","shall decide, by means of a resolution,","whether to approve the draft terms of the","cross-border conversion. The company","shall inform the competent authority","designated in accordance with Article","86m(1) of the decision of the general","meeting."],"orig_lang":"pt","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"277","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-278","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 i \u2013 paragraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:09"},"new":["1. After taking note of the reports","referred to in Articles 86e and 86g, where","applicable, the general meeting of the","company carrying out the conversion shall","decide, by means of a resolution, whether","to approve the draft terms of the cross-","border conversion. The company shall","inform the competent authority designated","in accordance with Article 86m(1) of the","decision of the general meeting."],"old":["1. After taking note of the reports","referred to in Articles 86e, 86f and 86g,","where applicable, the general meeting of","the company carrying out the conversion","shall decide, by means of a resolution,","whether to approve the draft terms of the","cross-border conversion. The company","shall inform the competent authority","designated in accordance with Article","86m(1) of the decision of the general","meeting."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"278","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-279","location":[["Proposal for a directive","Article 1.\u00ba \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 i \u2013 paragraph 2"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:09"},"new":["2. The general meeting of the","company carrying out the conversion and","the employees\u2019 plenary may reserve the","right to make implementation of the cross-","border conversion conditional on express","ratification by it of the arrangements","referred to in Article 86l."],"old":["2. The general meeting of the","company carrying out the conversion may","reserve the right to make implementation","of the cross-border conversion conditional","on express ratification by it of the","arrangements referred to in Article 86l."],"orig_lang":"pt","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"279","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-280","justification":"This paragraph is not needed because the instruments of constitution already form part of the\ndraft terms of conversion per Article 86d(c)","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 i \u2013 paragraph 4"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:09"},"new":["deleted"],"old":["4. The general meeting shall also","decide whether the cross-border","conversion would necessitate amendments","to the instruments of constitution of the","company carrying out the conversion."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"280","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-281","justification":" It is more appropriate to restrict the entitlement to compensation to those members who\n explicitly opposed the decision to approve the conversion, as is already the provision in\n 86e(2)(c).","meps":[28223],"meta":{"created":"2019-07-03T06:12:09"},"new":["1. Member States shall ensure that the","members opposing a cross-border","conversion have the right to dispose of","their shareholdings under the conditions","laid down in paragraphs 2 to 6:"],"old":["1. Member States shall ensure that the","following members of a company carrying","cross-border conversion have the right to","dispose of their shareholdings under the","conditions laid down in paragraphs 2 to 6:"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"281","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-282","justification":" See amendment to Article 86j(1).","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 j \u2013 paragraph 1 \u2013 point a"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:09"},"new":["deleted"],"old":["(a) the members holding shares with","voting rights and who did not vote for the","approval of the draft terms of the cross-","border conversion;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"282","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-283","justification":"See amendment to Article 86j(1).","meps":[28223],"meta":{"created":"2019-07-03T06:12:09"},"new":["deleted"],"old":["(b) the members holding shares","without voting rights."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"283","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-284","justification":" It makes more sense for the connection to be with the publication of the registration of the\n new legal form. Moreover, this Directive should not affect formal national requirements\n relating to the transfer of shares, such as a requirement for notarial authentication.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 j \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:09"},"new":["Member States shall ensure that a company","carrying out a cross-border conversion","makes an offer of adequate compensation","in the draft terms of the cross-border","conversion as specified in the Article","86d(1)(i) to the members, referred to in","paragraph 1 of this Article, who wish to","exercise their right to dispose of their","shareholdings. Member States shall also","establish the period for the acceptance of","the offer which shall not in any event","exceed one month after the day on which","the registration of the new legal form is","published in the register. Without","prejudice to formal national requirements","for the transfer of shares, Member States","shall further ensure that the company is","able to accept an offer communicated","electronically to an address provided by the","company for that purpose."],"old":["Member States shall ensure that a company","carrying out a cross-border conversion","makes an offer of adequate compensation","in the draft terms of the cross-border","conversion as specified in the Article","86d(1)(i) to the members, referred to in","paragraph 1 of this Article, who wish to","exercise their right to dispose of their","shareholdings. Member States shall also","establish the period for the acceptance of","the offer which shall not in any event","exceed one month after the general","meeting referred to in Article 86i. Member","States shall further ensure that the","company is able to accept an offer","communicated electronically to an address","provided by the company for that purpose."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"284","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-285","justification":" It would be more sensible to stipulate a single time limit for all members. Moreover, it is\n unclear why a member who has accepted the offer of cash compensation should be able to\n demand a judicial review despite the fact that this member would leave the company after\n accepting the offer.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 j \u2013 paragraph 5"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:10"},"new":["5. Member States shall provide that","any member who has not accepted the","offer of cash compensation referred to in","paragraph 3, and who considers that the","compensation has not been adequately set,","is entitled to demand the recalculation of","the cash compensation offered before a","national court within one month of the time","limit set for the acceptance of the offer."],"old":["5. Member States shall provide that","any member who has accepted the offer of","cash compensation referred to in paragraph","3, but who considers that the compensation","has not been adequately set, is entitled to","demand the recalculation of the cash","compensation offered before a national","court within one month of the acceptance","of the offer."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"285","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Olle Ludvigsson","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-286","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 j \u2013 paragraph 5"]],"meps":[96673],"meta":{"created":"2019-07-03T06:12:10"},"new":["5. Member States shall provide that","any member who has accepted the offer of","cash compensation referred to in paragraph","3 but who considers that the compensation","has not been adequately set, is entitled to","demand the recalculation of the cash","compensation offered before a national","court or by arbitration within one month of","the acceptance of the offer."],"old":["5. Member States shall provide that","any member who has accepted the offer of","cash compensation referred to in paragraph","3 but who considers that the compensation","has not been adequately set, is entitled to","demand the recalculation of the cash","compensation offered before a national","court within one month of the acceptance","of the offer."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"286","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-287","justification":"The term \u2018dissatisfied\u2019 leaves space for the creditor\u2019s subjective judgement. It would be more\nsensible to use the term \u2018prejudiced\u2019.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 k \u2013 paragraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:10"},"new":["2. Member States shall ensure that","creditors may apply to the appropriate","administrative or judicial authority for","adequate safeguards within one month of","the disclosure referred to in Article 86h if","they are of the opinion that they have","been prejudiced despite the protection of","their interests set down in Article 86d(f)."],"old":["2. Member States shall ensure that","creditors who are dissatisfied with the","protection of their interests provided for","in the draft terms of the cross-border","conversion, as provided for in Article","86d(f), may apply to the appropriate","administrative or judicial authority for","adequate safeguards within one month of","the disclosure referred to in Article 86h."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"287","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-288","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 k \u2013 paragraph 3 \u2013 point a"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:10"},"new":["deleted"],"old":["(a) where the company discloses","together with the draft terms of","conversion an independent expert report,","which concluded that there is no","reasonable likelihood that the rights of","creditors would be unduly prejudiced. The","independent expert should be appointed","or approved by the competent authority","and shall fulfil the requirements laid","down in Article 86g(2);"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"288","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-289","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 l \u2013 paragraph 2"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:10"},"new":["2. However, the rules in force","concerning employee participation, if any,","in the destination Member State shall not","apply, where the company carrying out the","conversion has, in the year prior to the","publication of the draft terms of the cross-","border conversion as referred to in Article","86d of this Directive, an average number of","employees equivalent to four fifths of the","applicable threshold, laid down in the law","of the departure Member State, which","triggers the participation of employees","within the meaning of point (k) of Article 2","of Directive 2001/86/EC, or where the","same is true of the converted company","within one year of the conversion, or","where the national law of the destination","Member State does not:"],"old":["2. However, the rules in force","concerning employee participation, if any,","in the destination Member State shall not","apply, where the company carrying out the","conversion has, in the six months prior to","the publication of the draft terms of the","cross-border conversion as referred to in","Article 86d of this Directive, an average","number of employees equivalent to four","fifths of the applicable threshold, laid down","in the law of the departure Member State,","which triggers the participation of","employees within the meaning of point (k)","of Article 2 of Directive 2001/86/EC, or","where the national law of the destination","","Member State does not:"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"289","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-290","justification":"Consistency must be created: The threshold of 500 employees, also stipulated in the rules for\ncross-border mergers, particularly Article 133, has proven itself in practice and should\ntherefore be applied uniformly for all restructuring measures across the EU.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 l \u2013 paragraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:10"},"new":["2. However, the rules in force","concerning employee participation, if any,","in the destination Member State shall not","apply, where the company carrying out the","conversion has, in the six months prior to","the publication of the draft terms of the","cross-border conversion as referred to in","Article 86d of this Directive, an average of","over 500 employees and this company has","a system for the participation of employees","within the meaning of point (k) of Article 2","of Directive 2001/86/EC, or where the","national law of the destination Member","State does not:"],"old":["2. However, the rules in force","concerning employee participation, if any,","in the destination Member State shall not","apply, where the company carrying out the","conversion has, in the six months prior to","the publication of the draft terms of the","cross-border conversion as referred to in","Article 86d of this Directive, an average","number of employees equivalent to four","fifths of the applicable threshold, laid","down in the law of the departure Member","State, which triggers the participation of","employees within the meaning of point (k)","of Article 2 of Directive 2001/86/EC, or","where the national law of the destination","Member State does not:"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"290","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-291","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 l \u2013 paragraph 2 \u2013 point b"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:10"},"new":["(b) provide for employees of","establishments and subsidiaries of the","company resulting from the conversion that","are situated in other Member States the","same entitlement to exercise participation","rights as is enjoyed by those employees","employed in the destination Member State."],"old":["(b) provide for employees of","establishments of the company resulting","from the conversion that are situated in","other Member States the same entitlement","to exercise participation rights as is","enjoyed by those employees employed in","the destination Member State."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"291","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Paul Tang","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-292","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 l \u2013 paragraph 2 a (new)"]],"meps":[125020],"meta":{"created":"2019-07-03T06:12:10"},"new":["2 a. The representatives of the","employees of the company have one","month after receiving the report by the","management body in accordance with","Article 86f of this Directive to give or","withhold their consent on the proposed","conversion."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"292","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-293","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 l \u2013 paragraph 3 \u2013 introductory part"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:10"},"new":["3. In the cases referred to in paragraph","2 of this Article, the participation of","employees in the converted company and","their involvement in the definition of such","rights shall be regulated by the Member","States, mutatis mutandis and subject to","paragraphs 4 to 7 of this Article, in","accordance with the principles and","procedures laid down in Article 12(1), (2),","(3) and (4) of Regulation (EC) No","2157/2001 and the following provisions of","Directive 2001/86/EC:"],"old":["3. In the cases referred to in paragraph","2 of this Article, the participation of","employees in the converted company and","their involvement in the definition of such","rights shall be regulated by the Member","States, mutatis mutandis and subject to","paragraphs 4 to 7 of this Article, in","accordance with the principles and","procedures laid down in Article 12(2), (3)","and (4) of Regulation (EC) No 2157/2001","and the following provisions of Directive","2001/86/EC:"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"293","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-294","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 l \u2013 paragraph 4 \u2013 point a"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:10"},"new":["deleted"],"old":["(a) shall confer on the special","negotiating body the right to decide, by a","majority of two thirds of its members","representing at least two thirds of the","employees, not to open negotiations or to","terminate negotiations already opened","and to rely on the rules on participation in","force in the destination Member State;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"294","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-295","justification":" Correctly \u2018destination Member States\u2019 in the English wording.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:10"},"new":["(a) (Does not affect the English","version.)"],"old":["(a) shall confer on the special","negotiating body the right to decide, by a","majority of two thirds of its members","representing at least two thirds of the","employees, not to open negotiations or to","terminate negotiations already opened and","to rely on the rules on participation in force","in the destination Member State;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"295","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-296","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 l \u2013 paragraph 4 \u2013 point b"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:10"},"new":["deleted"],"old":["(b) may, in the case where, following","prior negotiations, standard rules for","participation apply and notwithstanding","such rules, decide to limit the proportion","of employee representatives in the","administrative organ of the converted","company. However, if in the company","carrying out the conversion employee","representatives constituted at least one","third of the administrative or supervisory","board, the limitation may never result in a","lower proportion of employee","representatives in the administrative","organ than one third;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"296","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-297","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 l \u2013 paragraph 7"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:11"},"new":["7. Where the converted company is","operating under an employee participation","system, that company shall be obliged to","take measures to ensure that employees'","participation rights are protected in the","event of any subsequent cross-border or","domestic merger, division or conversion","for a period of five years after the cross-","border conversion has taken effect, by","applying mutatis mutandis the rules laid","down in paragraphs 1 to 6."],"old":["7. Where the converted company is","operating under an employee participation","system, that company shall be obliged to","take measures to ensure that employees'","participation rights are protected in the","event of any subsequent cross-border or","domestic merger, division or conversion","for a period of three years after the cross-","border conversion has taken effect, by","applying mutatis mutandis the rules laid","down in paragraphs 1 to 6."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"297","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-298","justification":" Consistency with Directive (EU) 2017/1132 on cross-border mergers, especially Article\n 127(1).","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 m \u2013 paragraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:11"},"new":["1. Member States shall designate the","court, notary or other authority competent","to scrutinise the legality of the cross-border","conversion as regards that part of the","procedure which is governed by the law of","the departure Member State and to issue a","pre-conversion certificate attesting","compliance with all the relevant conditions","and the proper completion of all","procedures and formalities in the departure","Member State."],"old":["1. Member States shall designate the","authority competent to scrutinise the","legality of the cross-border conversion as","regards that part of the procedure which is","governed by the law of the departure","Member State and to issue a pre-","conversion certificate attesting compliance","with all the relevant conditions and the","proper completion of all procedures and","formalities in the departure Member State.","",""],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"298","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-299","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 m \u2013 paragraph 2 \u2013 subparagraph 1 \u2013 point b"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:11"},"new":["(b) the reports referred to in Articles","86e and 86g, as appropriate;"],"old":["(b) the reports referred to in Articles","86e, 86f and 86g, as appropriate;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"299","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-300","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 m \u2013 paragraph 2 \u2013 subparagraph 1 \u2013 point b"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:11"},"new":["(b) the reports referred to in Articles","86e and 86f;"],"old":["(b) the reports referred to in Articles","86e, 86f and 86g, as appropriate;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"300","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold","changes":{},"committee":["ECON"],"compromise":["on behalf of the Verts/ALE Group"],"date":"2018-09-11T00:00:00","id":"PE627.755-301","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 m \u2013 paragraph 2 \u2013 subparagraph 2"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:11"},"new":["deleted"],"old":["The draft terms and reports submitted","under Article 86g do not have to be re-","submitted to the competent authority."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"301","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-302","justification":"It makes more sense to refer to 86h.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 m \u2013 paragraph 2 \u2013 subparagraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:11"},"new":["The draft terms and reports submitted","under Article 86h do not have to be re-","submitted to the competent authority."],"old":["The draft terms and reports submitted","under Article 86g do not have to be re-","submitted to the competent authority."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"302","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-303","justification":" This amendment is intended to create consistency with proposal for a directive (COM (2018)\n 239 final) concerning the use of digital tools and processes in company law.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 m \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:11"},"new":["Member States shall ensure that the","application referred to in paragraph 2,","including submission of any information","and documents may be completed online in","its entirety without the necessity to appear","in person before the competent authority or","any other person or authority entrusted","with processing the application."],"old":["Member States shall ensure that the","application referred to in paragraph 2,","including submission of any information","and documents may be completed online in","its entirety without the necessity to appear","in person before the competent authority","referred to in paragraph 1."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"303","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-304","justification":" The term \u2018suspicion of fraud\u2019 is given different meanings in different Member States. It is\n doubtful that the proposed article encompasses all intended situations.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 m \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:11"},"new":["However, Member States may require a","physical presence before a competent","authority where relevant information and","documents are required to be submitted","where the public interest provides a","compelling reason to do so."],"old":["However, in cases of genuine suspicion of","fraud based on reasonable grounds,","Member States may require a physical","presence before a competent authority","where relevant information and documents","are required to be submitted."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"304","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-305","meps":[96730],"meta":{"created":"2019-07-03T06:12:11"},"new":["However, in cases of suspicion of fraud","based on reasonable grounds Member","States may require a physical presence","before a competent authority where","relevant information and documents are","required to be submitted."],"old":["However, in cases of genuine suspicion of","fraud based on reasonable grounds","Member States may require a physical","presence before a competent authority","where relevant information and documents","are required to be submitted."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"305","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-306","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 m \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:11"},"new":["(Does not affect the English version.)"],"old":["However, in cases of genuine suspicion of","fraud based on reasonable grounds,","Member States may require a physical","presence before a competent authority","where relevant information and documents","are required to be submitted."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"306","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-307","justification":" Paragraph 1 of this article already requires the verification of the details required in the draft\n terms of conversion.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 m \u2013 paragraph 4"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:11"},"new":["deleted"],"old":["4. In respect of compliance with the","rules concerning employee participation","as laid down in Article 86l, the departure","Member State shall verify that the draft","terms of cross-border conversion, referred","to in paragraph 2 of this Article, include","information on the procedures by which","the relevant arrangements are determined","and on the possible options for such","arrangements."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"307","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-308","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 m \u2013 paragraph 4"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:11"},"new":["4. In respect of compliance with the","rules concerning employee participation as","laid down in Article 86l, the departure","Member State shall verify that the draft","terms and reports of cross-border","conversion, referred to in paragraph 2 of","this Article, include information on the","procedures by which the relevant","arrangements are determined and on the","possible options for such arrangements."],"old":["4. In respect of compliance with the","rules concerning employee participation as","laid down in Article 86l, the departure","Member State shall verify that the draft","terms of cross-border conversion, referred","to in paragraph 2 of this Article, include","information on the procedures by which","the relevant arrangements are determined","and on the possible options for such","arrangements."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"308","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-309","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 m \u2013 paragraph 6"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:11"},"new":["6. Member States shall ensure that","competent authorities designated in","accordance with paragraph 1 may consult","other relevant authorities from both the","departure Member State and the","destination member state with competence","in the different fields concerned by the","cross-border conversion."],"old":["6. Member States shall ensure that","competent authorities designated in","accordance with paragraph 1 may consult","other relevant authorities with competence","in the different fields concerned by the","cross-border conversion."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"309","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-310","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 m \u2013 paragraph 7 \u2013 introductory part"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:11"},"new":["7. Member States shall ensure that the","assessment by the competent authority is","carried out within two months of the date","of receipt of the information concerning","the approval of the conversion by the","general meeting of the company. It shall","have one of the following outcomes:"],"old":["7. Member States shall ensure that the","assessment by the competent authority is","carried out within one month of the date of","receipt of the information concerning the","approval of the conversion by the general","meeting of the company. It shall have one","of the following outcomes:"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"310","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-311","meps":[96730],"meta":{"created":"2019-07-03T06:12:11"},"new":["7. Member States shall ensure that the","assessment by the competent authority is","carried out within three months of the date","of receipt of the information concerning","the approval of the conversion by the","general meeting of the company. It shall","have one of the following outcomes:"],"old":["7. Member States shall ensure that the","assessment by the competent authority is","carried out within one month of the date of","receipt of the information concerning the","approval of the conversion by the general","meeting of the company. It shall have one","of the following outcomes:"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"311","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-312","justification":" Obsolete following the deletion of Article 86c.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 m \u2013 paragraph 7 \u2013 point c"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:12"},"new":["deleted"],"old":["(c) where the competent authority has","serious concerns that the cross-border","conversion constitutes an artificial","arrangement referred to in Article 86c(3),","it may decide to carry out an in-depth","assessment in accordance with Article 86n","and shall inform the company about its","decision to conduct such an assessment","and of the subsequent outcome."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"312","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-313","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 m \u2013 paragraph 7 \u2013 point c"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:12"},"new":["(c) where there is reason to suspect","that the cross-border conversion constitutes","an artificial arrangement, the authority","should decide to carry out an in-depth","assessment in accordance with Article 86n","and shall inform the company about its","decision to conduct such an assessment and","of the subsequent outcome."],"old":["(c) where the competent authority has","serious concerns that the cross-border","conversion constitutes an artificial","arrangement referred to in Article 86c(3),","it may decide to carry out an in-depth","assessment in accordance with Article 86n","and shall inform the company about its","decision to conduct such an assessment and","of the subsequent outcome."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"313","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-314","justification":"Obsolete following the deletion of Article 86c.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 n"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:12"},"new":["deleted"],"old":["Article 86n","In-depth assessment"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"314","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-315","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3 Directive (EU) No 2017/1132"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:12"},"new":["Member States shall ensure in order to","assess whether the cross-border conversion","constitutes an artificial arrangement, that","the competent authority of the departure","Member State carries out an in-depth","assessment of all relevant facts and","circumstances and shall take into account","at a minimum the following: the","characteristics of the establishment in the","destination Member State, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and their","location, the habitual place of work of the","employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the converted company in","the destination Member State and the","departure Member State."],"old":["Member States shall ensure in order to","assess whether the cross-border conversion","constitutes an artificial arrangement within","the meaning of Article 86c(3), that the","competent authority of the departure","Member State carries out an in-depth","assessment of all relevant facts and","circumstances and shall take into account","at a minimum the following: the","characteristics of the establishment in the","destination Member State, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and their","location, the habitual place of work of the","employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the converted company in","the destination Member State and the","departure Member State."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"315","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-316","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 n \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:12"},"new":["Member States shall ensure in order to","assess whether the cross-border conversion","constitutes an artificial arrangement within","the meaning of this Directive, that the","competent authority of the departure","Member State carries out an in-depth","assessment of all relevant facts and","circumstances and shall take into account","at a minimum the following: the","characteristics of the establishment in the","destination Member State, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and their","location, the habitual place of work of the","employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the converted company in","the destination Member State and the","departure Member State."],"old":["Member States shall ensure in order to","assess whether the cross-border conversion","constitutes an artificial arrangement within","the meaning of Article 86c(3), that the","competent authority of the departure","Member State carries out an in-depth","","assessment of all relevant facts and","circumstances and shall take into account","at a minimum the following: the","characteristics of the establishment in the","destination Member State, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and their","location, the habitual place of work of the","employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the converted company in","the destination Member State and the","departure Member State."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"316","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-317","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 n \u2013 paragraph 2"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:12"},"new":["2. Member States shall ensure that","where the competent authority referred to","in paragraph 1 decides to carry out an in-","depth assessment, it is able to hear the","company and all parties that have","submitted observations pursuant Article","86h(1)(c) in accordance with national law.","The competent authorities referred to in","paragraph 1 may also hear any other","interested third parties in accordance with","national law. The competent authority shall","take its final decision regarding the issue of","the pre-conversion certificate within five","months from the start of the in-depth","assessment."],"old":["2. Member States shall ensure that","where the competent authority referred to","in paragraph 1 decides to carry out an in-","depth assessment, it is able to hear the","company and all parties that have","submitted observations pursuant Article","86h(1)(c) in accordance with national law.","The competent authorities referred to in","paragraph 1 may also hear any other","interested third parties in accordance with","national law. The competent authority shall","take its final decision regarding the issue of","the pre-conversion certificate within two","months from the start of the in-depth","assessment."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"317","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-318","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 n \u2013 paragraph 2"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:12"},"new":["2. Member States shall ensure that","where the competent authority referred to","in paragraph 1 decides to carry out an in-","depth assessment, it is able to hear the","company and all parties that have","submitted observations pursuant Article","86h(1)(c) in accordance with national law.","The competent authorities referred to in","paragraph 1 may also hear any other","interested third parties in accordance with","national law. The competent authority shall","take its final decision regarding the issue of","the pre-conversion certificate within four","months from the start of the in-depth","assessment."],"old":["2. Member States shall ensure that","where the competent authority referred to","in paragraph 1 decides to carry out an in-","depth assessment, it is able to hear the","company and all parties that have","submitted observations pursuant Article","86h(1)(c) in accordance with national law.","The competent authorities referred to in","paragraph 1 may also hear any other","interested third parties in accordance with","national law. The competent authority shall","take its final decision regarding the issue of","the pre-conversion certificate within two","months from the start of the in-depth","assessment."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"318","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-319","justification":"It is unclear why the option of judicial review should not apply in cases where the pre-\nconversion certificate is issued by a court as well.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 o \u2013 paragraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:12"},"new":["1. Member States shall ensure that the","decision of the competent authority to issue","or to refuse to issue a pre-conversion","certificate, is subject to judicial review in","accordance with national law. In addition,","Member States shall ensure that a pre-","conversion certificate shall not be effective","before the expiry of a certain period to","allow the company to bring an action","before the competent court."],"old":["1. Member States shall ensure that,","where the competent authority of the","departure Member State is not a court, the","decision of the competent authority to issue","or to refuse to issue a pre-conversion","","certificate, is subject to judicial review in","accordance with national law. In addition,","Member States shall ensure that a pre-","conversion certificate shall not be effective","before the expiry of a certain period to","allow parties to bring an action before the","competent court and to obtain, if","appropriate, interim measures."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"319","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-320","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 o \u2013 paragraph 2"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:12"},"new":["2. Member States shall ensure that the","decision to issue the pre-conversion","certificate is sent to the authorities referred","to in Article 86m(1) and to all parties that","have submitted observations pursuant to","Article 86h(1)(c) in accordance with","national law and that the decisions to issue","or refuse to issue a pre-conversion","certificate are available through the system","of interconnection of registers set up in","accordance with Article 22."],"old":["2. Member States shall ensure that the","decision to issue the pre-conversion","certificate is sent to the authorities referred","to in Article 86m(1) and that the decisions","to issue or refuse to issue a pre-conversion","certificate are available through the system","of interconnection of registers set up in","accordance with Article 22."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"320","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-321","justification":" It makes more sense for the decision to be sent to the competent authorities of the destination\n Member State, rather than those of the departure Member State as indicated in Article\n 86m(1).","meps":[28223],"meta":{"created":"2019-07-03T06:12:12"},"new":["2. Member States shall ensure that the","decision to issue the pre-conversion","certificate is sent to the competent","authorities of the destination Member","State and that the decisions to issue or","refuse to issue a pre-conversion certificate","are available through the system of","interconnection of registers set up in","accordance with Article 22."],"old":["2. Member States shall ensure that the","decision to issue the pre-conversion","certificate is sent to the authorities referred","to in Article 86m(1) and that the decisions","to issue or refuse to issue a pre-conversion","certificate are available through the system","of interconnection of registers set up in","accordance with Article 22."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"321","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-322","justification":"Consistency with Directive (EU) 2017/1132 on cross-border mergers, especially Article\n127(1).","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 p \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:12"},"new":["Member States shall designate the court,","notary or other authority competent to","scrutinise the legality of the cross-border","conversion as regards that part of the","procedure which is governed by the law of","the destination Member State and to","approve the cross-border conversion where","the conversion complies with all the","relevant conditions and the proper","completion of all procedures and","formalities in the destination Member","State."],"old":["Member States shall designate an authority","competent to scrutinise the legality of the","cross-border conversion as regards that part","of the procedure which is governed by the","law of the destination Member State and to","approve the cross-border conversion where","the conversion complies with all the","relevant conditions and the proper","completion of all procedures and","formalities in the destination Member","State."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"322","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-323","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 p \u2013 paragraph 1 a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:12"},"new":["1 a. Competent authorities in the","Member State of departure shall send the","outcome of its assessment on the cross-","border conversion to the competent","authorities in the Member State of","destination."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"323","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-324","justification":" This amendment is intended to create consistency with proposal for a directive (COM (2018)\n 239 final) concerning the use of digital tools and processes in company law.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 p \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:13"},"new":["Each Member State shall ensure that the","application referred to in paragraph 1, by","the company carrying out the cross-border","conversion, which includes the submission","of any information and documents, may be","completed online in its entirety without the","necessity to appear in person before the","competent authority or any other person","or authority entrusted with processing the","application."],"old":["Each Member State shall ensure that the","application referred to in paragraph 1, by","the company carrying out the cross-border","conversion, which includes the submission","of any information and documents, may be","completed online in its entirety without the","necessity to appear in person before the","competent authority referred to in","","paragraph 1."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"324","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-325","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 p \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:13"},"new":["However, Member States may require a","physical presence before a competent","authority where relevant information and","documents are required to be submitted","where the public interest provides a","compelling reason to do so."],"old":["However, in cases of genuine suspicion of","fraud based on reasonable grounds,","Member States may require a physical","presence before a competent authority of a","Member State where relevant information","and documents are required to be","submitted."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"325","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-326","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 p \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:13"},"new":["However, in cases of suspicion of fraud","based on reasonable grounds, Member","States may require a physical presence","before a competent authority of a Member","State where relevant information and","documents are required to be submitted."],"old":["However, in cases of genuine suspicion of","fraud based on reasonable grounds,","Member States may require a physical","presence before a competent authority of a","","Member State where relevant information","and documents are required to be","submitted."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"326","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-327","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 p \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:13"},"new":["(Does not affect the English version.)"],"old":["However, in cases of genuine suspicion of","fraud based on reasonable grounds,","Member States may require a physical","presence before a competent authority of a","Member State where relevant information","and documents are required to be","submitted."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"327","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-328","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 q \u2013 paragraph 2 \u2013 point d a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:13"},"new":["(d a) information on its ultimate","beneficial owners before and after the","cross-border conversion in accordance","with Directive 2015/849."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"328","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-329","justification":" Wording does not correspond to the definition of \u2018cross-border conversion\u2019 in Article 86b(2).\n When undergoing a conversion, the company retains its legal personality.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 s \u2013 paragraph 1 \u2013 point a"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:13"},"new":["(a) all the assets and liabilities of the","company carrying out the cross-border","conversion including all contracts, credits,","rights and obligations shall persist in the","legal form stipulated in the draft terms for","the cross-border conversion."],"old":["(a) all the assets and liabilities of the","company carrying out the cross-border","conversion including all contracts, credits,","rights and obligations shall be transferred","to and shall continue with the converted","company."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"329","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-330","justification":"Wording does not correspond to the definition of \u2018cross-border conversion\u2019 in Article 86b(2).\nWhen undergoing a conversion, the company retains its legal personality.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 s \u2013 paragraph 1 \u2013 point b"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:13"},"new":["(b) the members of the company which","carried out the conversion shall remain","members of the legal form stipulated in","the draft terms for the cross-border","conversion pursuant to Article 86d, unless","they exercise the exit right referred to in","Article 86j(2);"],"old":["(b) the members of the company which","carried out the conversion shall become","members of the converted company, unless","they exercise the exit right referred to in","Article 86j(2);"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"330","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-331","justification":"Wording does not correspond to the definition of \u2018cross-border conversion\u2019 in Article 86b(2).\nWhen undergoing a conversion, the company retains its legal personality.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 s \u2013 paragraph 1 \u2013 point c"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:13"},"new":["(c) the rights and obligations of the","company carrying out the cross-border","conversion arising from contracts of","employment or from employment","relationships shall persist in the legal form","stipulated in the draft terms for the cross-","border conversion in accordance with","Article 86d."],"old":["(c) the rights and obligations of the","company carrying out the cross-border","conversion arising from contracts of","employment or from employment","relationships and existing at the date on","which the cross-border conversion takes","effect shall, by reason of that cross-border","conversion taking effect, be transferred to","the company resulting from the cross-","border conversion on the date on which","the cross-border conversion takes effect."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"331","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-332","justification":" Contradicts the disclosure stipulated in Article 86h(1)(c). It would be disproportionate to\n have to notify the counterparties of all relevant legal differences above and beyond the\n disclosure.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 s \u2013 paragraph 3"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:13"},"new":["deleted"],"old":["3. The converted company shall be","","liable for any losses arising from any","differences in national legal systems of","the Member States of departure and","destination, where any contracting party","or counterparty of the company carrying","out the conversion had not been informed","of the cross-border conversion by that","company prior to concluding that","contract."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"332","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-333","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 t"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:13"},"new":["deleted"],"old":["Article 86t","Liability of the independent experts"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"333","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-334","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) No 2017/1132","Article 86 t"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:13"},"new":["deleted"],"old":["Member States shall lay down rules","governing at least the civil liability of the","independent experts responsible for","drawing up the reports referred to in","Articles 86g and 86k(2)(a), including in","respect of any misconduct on their part in","the performance of their duties."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"334","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-335","justification":"A clarification that the liability is towards the shareholders and creditors is needed.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) No 2017/1132","Article 86 t"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:13"},"new":["Member States shall lay down rules","governing at least the civil liability,","towards the shareholders and creditors, of","the independent experts responsible for","drawing up the reports referred to in","Articles 86g and 86k(2)(a), in respect of","any misconduct on their part in the","performance of their duties"],"old":["Member States shall lay down rules","governing at least the civil liability of the","independent experts responsible for","drawing up the reports referred to in","Articles 86g and 86k(2)(a), including in","respect of any misconduct on their part in","the performance of their duties."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"335","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-336","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3 Directive (EU) No 2017/1132"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:13"},"new":["A cross-border conversion which has taken","effect in compliance with the procedures","transposing this Directive may not be","declared null and void.","However, if during the year following the","date on which the cross-border conversion","takes effect, new information on this","cross-border conversion are brought to","the attention of the competent authorities","alleging of genuine suspicion of fraud,","the competent authorities shall proceed to","a revised assessment of the facts of the","case and can take effective, proportionate","and dissuasive sanctions in cases of","artificial arrangements."],"old":["A cross-border conversion which has taken","effect in compliance with the procedures","transposing this Directive may not be","declared null and void."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"336","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-337","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4 \u2013 point b a (new)"],[" Directive (EU) No 2017/1132","Article 119 \u2013 paragraph 1 \u2013 point 2 a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:13"},"new":["(b a) in Article 119, the following new","point (2 a) is added:","\"(2a) 'an artificial arrangement' means","any transaction, scheme, action, operation","or agreement or a series of these put in","place to circumvent companies\u2019","obligations related to legal or contractual","rights of employees, creditors or members,","including related to employees\u2019","participation or obligations related to","taxation or social security, and which is","considered to lack genuine economic","substance, regardless of the intentions of","the taxpayer;\""],"old":["",""],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"337","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-338","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4 \u2013 point b (new)"],["Directive (EU) No 2017/1132","Article 119 \u2013 paragraph 1 \u2013 point 2 b (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:13"},"new":["(b b) in Article 119, the following new","point (2 b) is added:","\"(2b) 'economic substance' means factual","criteria, which can be used to define the","taxable presence of an undertaking, such","as the existence of human and physical","resources specific to the entity, its","management autonomy, its legal reality,","the revenues it generates and, where","appropriate, the nature of its assets;\""],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"338","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-339","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4 \u2013 point b a (new)"],["Directive (EU) No 2017/1132","Article 119 \u2013 paragraph 1 \u2013 point 2 a (new)"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:13"},"new":["(b a) in Article 119 the following","definition is inserted:","\"(2a) \u2018artificial arrangement\u2019 means a","company structure set up for abusive","purposes, such as the circumvention of","obligations arising from the legal and","contractual rights of employees, creditors,","or minority shareholders, the avoidance","of rules on employee involvement, of","social security payments, or of tax","obligations due on profits generated, or a","company structure which does not carry","out a substantive or genuine economic","activity supported by staff, equipment,","assets and premises, such as, in","particular, in the case of a \u2018letterbox\u2019 or","\u2018front\u2019 subsidiary.\""],"old":["",""],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"339","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-340","justification":"The exclusions essentially exclude companies in crisis from the option of a cross-border\nmerger. Mergers can be perfectly suitable for leading a company out of a crisis. The\ncategorical exclusion of such companies has therefore been rejected.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 5"],[" Directive (EU) No 2017/1132","Article 120 \u2013 paragraph 4"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:14"},"new":["deleted"],"old":["(5) in Article 120, paragraph 4 is","replaced by the following:","\"4. Member States shall ensure that this","Chapter does not apply to the company or","companies where:","(a) proceedings have been instituted for","the winding-up, liquidation, or insolvency","of that company or companies;","(b) the company is subject to preventive","restructuring proceedings initiated","because of the likelihood of insolvency;","(c) the suspension of payments is on-","going;","(d) the company is subject to resolution","tools, powers and mechanisms provided","for in Title IV of Directive 2014/59/EU;","(e) preventive measures have been taken","","","by the national authorities to avoid the","initiation of proceedings referred to in","points (a), (b) or (d).\""],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"340","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-341","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 5"],["Directive (EU) No 2017/1132","Article 120 \u2013 paragraph 4 \u2013 point a"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:14"},"new":["(a) proceedings have been instituted","for the winding-up, liquidation, insolvency","of that company or companies or","infringement of workers\u2019 rights;"],"old":["(a) proceedings have been instituted","for the winding-up, liquidation, or","insolvency of that company or companies;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"341","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-342","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 5"],["Directive (EU) No 2017/1132","Article 120 \u2013 paragraph 4 \u2013 point e a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:14"},"new":["(e a) the company is under investigation","or has been convicted in the last 3 years","for social or tax fraud, tax evasion, tax","avoidance or money laundering or any","other financial crime;"],"old":[""],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"342","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-343","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 5"],[" Directive (EU) No 2017/1132","Article 120 \u2013 paragraph 4 \u2013 point e a (new)"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:14"},"new":["(e a) there is a suspicion of social fraud","or infringements of workers\u2019 rights;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"343","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-344","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 6 a (new)"],[" Directive (EU) No 2017/1132","Article 121 a (new)"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:14"},"new":["(6 a) the following Article 121a is","inserted:","\"Article 121a","Compliance with rules against tax","avoidance practices","Member States shall ensure that a","company that intends to make a cross-","border merger complies with the national","rules implementing Directive (EU)","2016/1164.\""],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"344","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-345","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 7 \u2013 point b a (new)"],["Directive (EU) No 2017/1132","Article 122 \u2013 paragraph 1 \u2013 point b a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:14"},"new":["(b a) the name of the ultimate","undertaking and, where applicable, the","list of all its subsidiaries, a brief","description of the nature of their activities","and their respective geographical","location;","the number of employees on a full-time","equivalent basis;","fixed assets other than cash or cash","equivalents;","the amount of the net turnover, including","a distinction between the turnover made","with related parties and the turnover","made with unrelated parties;","the amount of profit or loss before income","tax;","the amount of income tax accrued","(current year) which is the current tax","expense recognised on taxable profits or","losses of the financial year by","undertakings and branches resident for","tax purposes in the relevant tax","jurisdiction;","the amount of income tax paid which is","the amount of income tax paid during the","relevant financial year by undertakings","and branches resident for tax purposes in","the relevant tax jurisdiction;","and the amount of accumulated earnings;","stated capital;","details of public subsidies received and","any donations made to politicians,","political organisations or political","foundations;","whether undertakings, subsidiaries or","branches benefit from preferential tax","treatment, from a patent box or equivalent","regimes."],"old":[""],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"345","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-346","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 7 \u2013 point c a (new)"],[" Directive (EU) No 2017/1132","Article 122 \u2013 paragraph 1 a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:14"},"new":["(c a) the following paragraph is added:","\"1a. Members, employees or creditors","shall have the possibility to comment on","these draft terms. The comments shall be","included in the final report and be made","public.\""],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"346","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-347","justification":"The accounting date must be before the merger comes into effect, since the organs of the\nabsorbing company have to continue to be able to function.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 8"],[" Directive (EU) No 2017/1132","Article 122 a \u2013 paragraph 1 \u2013 subparagraph 2 \u2013 introductory part"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:14"},"new":["Notwithstanding the first subparagraph, the","accounting date provided in the common","draft terms of the cross-border merger,","shall be the date on which the company","which is changing form makes its final","financial report, unless the merging","companies determine another date in order","to facilitate the merger process. In that case","each accounting date shall comply with the","following requirements:"],"old":["Notwithstanding the first subparagraph, the","accounting date provided in the common","draft terms of the cross-border merger,","shall be the date on which the cross-border","merger takes effect, as referred to in","","","Article 129, unless the merging companies","determine another date in order to facilitate","the merger process. In that case each","accounting date shall comply with the","following requirements:"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"347","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-348","justification":"Horizontal change: it should be taken into account more consequently that the publication is\noptional. Therefore in Article 86 paragraph 2, Article 122a paragraph 1a, Article 160f\nparagraph 1a, Article 160n paragraph 2 the term \u201cpublish\u201d, \u201cpublication\u201d should be\nreplaced with the term e.g. \u201cmade available\u201d.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 8"],["Directive (EU) No 2017/1132","Article 122 a \u2013 paragraph 1 \u2013 subparagraph 2 \u2013 point a"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:14"},"new":["(a) it may not be earlier than the date","of the balance sheet of the last annual","financial statements drawn up and made","available by any of the merging","companies;"],"old":["(a) it may not be earlier than the date","of the balance sheet of the last annual","financial statements drawn up and","published by any of the merging","companies;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"348","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-349","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:14"},"new":["Member States shall ensure that the","requirements referred to in paragraphs 1","and 3 can be completed online in their","entirety without the necessity to appear in","person before any competent authority or","any other person or authority entrusted","with processing the application in any of","the Member States concerned."],"old":["Member States shall ensure that the","requirements referred to in paragraphs 1","and 3 can be completed online in their","entirety without the necessity to appear in","person before any competent authority in","any of the Member States concerned."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"349","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-350","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) No 2017/1132","Article 123 \u2013 paragraph 4 \u2013 subparagraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:14"},"new":["However, Member States may require a","physical presence before a competent","authority where the public interest","provides a compelling reason to do so."],"old":["However, Member States may, in cases of","genuine suspicion of fraud based on","reasonable grounds, require a physical","presence before a competent authority."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"350","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-351","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) No 2017/1132","Article 123 \u2013 paragraph 4 \u2013 subparagraph 2"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:14"},"new":["However, Member States may, in cases of","suspicion of fraud based on reasonable","grounds, require a physical presence before","a competent authority."],"old":["However, Member States may, in cases of","","genuine suspicion of fraud based on","reasonable grounds, require a physical","presence before a competent authority."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"351","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-352","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) No 2017/1132","Article 123 \u2013 paragraph 4 \u2013 subparagraph 2"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:14"},"new":["(Does not affect the English version.)"],"old":["However, Member States may, in cases of","genuine suspicion of fraud based on","reasonable grounds, require a physical","presence before a competent authority."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"352","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-353","justification":" From an efficiency point of view, it would be more sensible for the reports of the management\n or administrative organ to be condensed into one report, especially as both reports are in any\n case to be made available to both the members and the employees.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) No 2017/1132","Article 124 \u2013 title"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:14"},"new":["Article 124","Report of the management or","administrative organ to the members and","employees"],"old":["Article 124 Report of the management or","administrative organ to the members"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"353","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-354","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) No 2017/1132","Article 124 \u2013 paragraph 2 \u2013 point e a (new)"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:14"},"new":["(e a) the implications of the cross-","border merger on the safeguarding of the","employment relationships;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"354","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-355","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) No 2017/1132","Article 124 \u2013 paragraph 2 \u2013 point e b (new)"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:14"},"new":["(e b) any material change in the","conditions of employment and the","locations of the companies\u2019 places of","business;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"355","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-356","meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:15"},"new":["(e c) how the factors set out in points","(a), (f) and (g) also relate to any","subsidiaries of the merging companies."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"356","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-357","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) No 2017/1132","Article 124 \u2013 paragraph 3"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:15"},"new":["3. The report shall be made available","electronically to the members and the","representatives of the employees of each of","the merging companies, or where there are","no such representatives, to the employees","themselves, not less than one month","before the date of the general meeting","referred to in Article 126. However, where","the approval of the merger is not required","by general meeting of the acquiring","company in accordance with Article","126(3), the report shall be made available,","at least one month before the date of the","general meeting of the other merging","company or companies."],"old":["3. The report shall be made available,","at least electronically, to the members of","each of the merging companies not less","than one month before the date of the","general meeting referred to in Article 126.","The report shall also be made similarly","available to the representatives of the","employees of each of the merging","companies, or where there are no such","representatives, to the employees","themselves. However, where the approval","of the merger is not required by general","meeting of the acquiring company in","accordance with Article 126(3), the report","shall be made available, at least one month","before the date of the general meeting of","the other merging company or companies."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"357","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-358","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) No 2017/1132","Article 124 \u2013 paragraph 3"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:15"},"new":["3. The report shall be made available,","at least electronically, to the members of","each of the merging companies not less","than one month before the date of the","general meeting referred to in Article 126.","The report shall also be made similarly","available to the trade unions and the","representatives of the employees of each of","the merging companies, or where there are","no such representatives, to the employees","themselves. However, where the approval","of the merger is not required by general","meeting of the acquiring company in","accordance with Article 126(3), the report","shall be made available, at least one month","before the date of the general meeting of","the other merging company or companies."],"old":["3. The report shall be made available,","at least electronically, to the members of","each of the merging companies not less","than one month before the date of the","general meeting referred to in Article 126.","The report shall also be made similarly","available to the representatives of the","employees of each of the merging","companies, or where there are no such","representatives, to the employees","themselves. However, where the approval","of the merger is not required by general","meeting of the acquiring company in","accordance with Article 126(3), the report","shall be made available, at least one month","before the date of the general meeting of","the other merging company or companies."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"358","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-359","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) No 2017/1132","Article 124 \u2013 paragraph 3 a (new)"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:15"},"new":["3 a. Where the management or","administrative organ of one or more of","the merging companies receives, in good","time, an opinion from the representatives","of their employees, or, where there are no","such representatives, from the employees","themselves, as provided for under","national law, the members shall be","informed thereof and that opinion shall","be appended to the report."],"old":[""],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"359","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-360","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) No 2017/1132","Article 124 \u2013 paragraph 4"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:15"},"new":["deleted"],"old":["4. However, the report referred to in","paragraph 1, shall not be required where","all the members of the merging","companies have agreed to waive this","requirement."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"360","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-361","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) No 2017/1132","Article 124 \u2013 paragraph 4"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:15"},"new":["deleted"],"old":["4. However, the report referred to in","paragraph 1, shall not be required where","all the members of the merging","companies have agreed to waive this","requirement.;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"361","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-362","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) No 2017/1132","Article 124 \u2013 paragraph 4"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:15"},"new":["4. Where all the members of the","merging companies have agreed to waive","the requirement for this report, it only","needs to pertain to the factors listed in","paragraph 2(a), (d), (e) and (f) and to be","made available to the representatives of","the employees of the companies or, where","there are no such representatives, to the","employees themselves."],"old":["4. However, the report referred to in","paragraph 1, shall not be required where","all the members of the merging companies","have agreed to waive this requirement."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"362","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-363","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) No 2017/1132","Article 124 \u2013 paragraph 4 a (new)"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:15"},"new":["4 a. However, where the merging","companies and their subsidiaries, if any,","have no employees, other than those who","form part of the management or","administrative organ, the report may be","limited to the factors listed in paragraph","2(a), (f) and (g)."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"363","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-364","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) No 2017/1132","Article 124 \u2013 paragraph 4 b (new)"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:15"},"new":["4 b. The submission of the report is","without prejudice to the applicable","information and consultation rights and","proceedings instituted at national level","following the implementation of","Directives 2001/23/EC, 2002/14/EC or","2009/38/EC."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"364","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Paul Tang","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-365","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9 a (new)"],["Directive (EU) No 2017/1132","Article 123 a (new)"]],"meps":[125020],"meta":{"created":"2019-07-03T06:12:15"},"new":["(9 a) Article 123 a","Preventing conflicts of interest due to","management compensation","To prevent a conflict of interest between","the members of the management body or","administrative organ and the interest of","the company, in light of Article 1a (new)","of this Directive, they are not allowed to","benefit financially from the merger, in the","form of a rise of the share price of the","share packages in their (variable)","compensation or bonuses paid out in light","of the merger. On any compensation paid","out in shares of the company in the first","year after the merger to the members of","the management body or administrative","organ, the rise in share prices due to the","merger shall be deducted from the value","paid to the management body, where the","share price on the day the merger was","first made public will serve as the","baseline."],"old":["",""],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"365","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-366","justification":" Deleted because Article 124a is being integrated into Article 124.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) No 2017/1132","Article 124 a"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:15"},"new":["deleted"],"old":["[...]"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"366","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-367","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) No 2017/1132","Article 124 a \u2013 paragraph 4"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:15"},"new":["4. Where the management or","administrative organ of one or more of the","merging companies receives an opinion","from the representatives of their","employees, or, where there are no such","representatives, from the employees","themselves, as provided for under national","law, the members shall be informed thereof","and that opinion shall be appended to the","report."],"old":["4. Where the management or","administrative organ of one or more of the","merging companies receives, in good time,","an opinion from the representatives of their","employees, or, where there are no such","representatives, from the employees","themselves, as provided for under national","law, the members shall be informed thereof","and that opinion shall be appended to the","","report."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"367","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Paul Tang","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-368","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10 a (new)"],["Directive (EU) No 2017/1132","Article 124 b (new)"]],"meps":[125020],"meta":{"created":"2019-07-03T06:12:15"},"new":["(10 a) Article 124b","Employee consent on the proposed cross","border merger","The representatives of the employees of","the company have one month after","receiving the report by the management","body following Article 124a of this","Directive to give or withhold their consent","on the proposed conversion."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"368","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-369","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 11 \u2013 introductory part"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:15"},"new":["(11) Article 125 is amended as follows:"],"old":["(11) in Article 125(1), the following","second subparagraph is added:"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"369","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-370","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 11"],[" Directive (EU) No 2017/1132","Article 125 \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:15"},"new":["deleted"],"old":["Member States shall take into account, in","assessing the independence of the expert,","the framework established in Articles 22","and 22b of Directive 2006/43/EC."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"370","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-371","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 11"],[" Directive (EU) No 2017/1132","Article 125 \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:16"},"new":["deleted"],"old":["Member States shall take into account, in","assessing the independence of the expert,","the framework established in Articles 22","and 22b of Directive 2006/43/EC.;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"371","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-372","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 11 a (new)"],[" Directive (EU) No 2017/1132","Article 125"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:16"},"new":["(11 a) Article 125 is replaced by the","following:","\"Article 125","Independent expert report","1. Member States shall ensure that the","company carrying out the merger and,","where one exists, the competent organ of","the company\u2019s employee representation","applies not less than four months before","the date of the general meeting referred to","in Article 126 to the competent authority","designated in accordance with Article","127(1), to appoint an expert to examine","and assess the draft terms of the cross-","border merger and the reports referred to","in Articles 124 and 124a for both form","and content, subject to the proviso set out","in paragraph 6 of this Article. The","application for the appointment of an","expert shall be accompanied by the","following (a) the draft terms of the cross-","border merger referred to in Article 122;","the reports referred to in Articles 124 and","124a.","2. The competent authority shall appoint","an independent expert within five working","days of the application referred to in","paragraph 1 and the receipt of the draft","terms and reports. The expert shall be","independent from the company carrying","out the cross-border merger and may be a","natural or a legal person depending upon","the law of the departure Member State.","Member States shall take into account, in","assessing the independence of the expert,","the framework established in Articles 22","and 22b of Directive 2006/43/EC.","3. The expert shall draw up a written","report providing at least: (a) a detailed","assessment of the correctness in form and","content of the reports and information","submitted by the company carrying out","the cross-border merger; (b) a description","of all factual elements necessary for the","competent authority, designated in","accordance with Article 127(1), to carry","out an in-depth assessment to determine","whether the intended cross-border","conversion constitutes an artificial","arrangement in accordance with Article","128, including at a minimum the","following: the characteristics of the","establishment in the destination Member","State, including the intent, the sector, the","investment, the net turnover and profit or","loss, number of employees, the","composition of the balance sheet, the tax","residence, the assets and their location,","the habitual place of work of the","employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the converted company","in the destination Member State and the","departure Member State.","4. Member States shall ensure that the","independent expert shall be entitled to","obtain, from the company carrying out the","cross-border merger, all relevant","information and documents and to carry","out all necessary investigations to verify","all elements of the draft terms or","management reports. The expert shall","also be obliged to receive and consider","comments and opinions from financial","authorities, social security programmes,","trade unions, representatives of the","employees of the company, or, where","there are no such representatives, from","the employees themselves and also from","the creditors and members of the","company. These shall be attached to the","report as appendices.","5. Member States shall ensure that","information and opinions submitted to the","independent expert are treated as","confidential. Business secrets in","particular shall be redacted at key points","in the report.","6. For reasons of transparency, the report","shall be made available to the public.\"","Or. de"],"old":["","","Article 125","Independent expert report","1. An independent expert report intended","for members and made available not less","than one month before the date of the","general meeting referred to in Article 126","shall be drawn up for each merging","company. Depending on the law of each","Member State, such experts may be","natural persons or legal persons.","2. As an alternative to experts operating","on behalf of each of the merging","companies, one or more independent","experts, appointed for that purpose at the","joint request of the companies by a","judicial or administrative authority in the","Member State of one of the merging","companies or of the company resulting","from the cross-border merger or approved","by such an authority, may examine the","common draft terms of cross-border","merger and draw up a single written","report to all the members.","3. The expert report shall include at least","the particulars provided for by Article","96(2). The experts shall be entitled to","secure from each of the merging","companies all information they consider","necessary for the discharge of their duties.","","4. Neither an examination of the common","draft terms of cross-border merger by","independent experts nor an expert report","shall be required if all the members of","each of the companies involved in the","cross-border merger have so agreed.","","","(https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32017L1132&from=EN)"],"peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"372","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-373","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 11 a (new)"],["Directive (EU) No 2017/1132","Article 125"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:16"},"new":["(11 a) Article 125 is replaced by the","following:","\"Examination by competent authorities","1. Member States shall ensure that an","assessment report is drawn up by","competent authorities for each merging","company not less than two months before","the date of the general meeting referred to","in Article 126. At the joint request of the","companies, the competent authority can be","in the Member State of one of the merging","companies or of the company resulting","from the cross-border merger.","2. The competent authority shall be","entitled to secure from each of the merging","companies all information they consider","necessary for the discharge of their","assessment. The competent authority shall","also be entitled to receive comments and","opinions from the representatives of the","employees of the companies involved in","the merger, or, where there are no such","representatives, from the employees","themselves and also from the creditors","and members of the company.","3. The competent authority shall draw up","a written report providing at least:(a) a","detailed assessment of the accuracy of the","reports and information submitted by the","company carrying out the cross-border","merger;(b) a description of all factual","elements to carry out an in-depth","assessment to determine whether the","intended cross-border merger constitutes","an artificial arrangement in accordance","with this Directive;\"","Or. en"],"old":["Independent expert report","1. An independent expert report intended","for members and made available not less","than one month before the date of the","general meeting referred to in Article 126","shall be drawn up for each merging","company. Depending on the law of each","Member State, such experts may be","natural persons or legal persons.","2. As an alternative to experts operating","on behalf of each of the merging","companies, one or more independent","experts, appointed for that purpose at the","joint request of the companies by a judicial","or administrative authority in the Member","State of one of the merging companies or","of the company resulting from the cross-","border merger or approved by such an","authority, may examine the common draft","terms of cross-border merger and draw up","a single written report to all the members.","3. The expert report shall include at least","the particulars provided for in Article","96(2). The experts shall be entitled to","secure from each of the merging","companies all information they consider","necessary for the discharge of their duties.","","","","","(https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32017L1132&from=EN)"],"peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"373","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-374","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 12 \u2013 point a"],[" Directive (EU) No 2017/1132","Article 126 \u2013 paragraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:16"},"new":["1. After taking note of the reports","referred to in Articles 124 and 125, as","appropriate, the general meeting of each of","the merging companies shall decide, by","means of a resolution, on the approval of","the common draft terms of the cross-border","merger."],"old":["1. After taking note of the reports","referred to in Articles 124, 124a and 125,","as appropriate, the general meeting of each","of the merging companies shall decide, by","means of a resolution, on the approval of","the common draft terms of the cross-border","merger."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"374","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-375","justification":"It is more appropriate to restrict the entitlement to compensation to those members who\nexplicitly opposed the decision to approve the merger. Moreover, it is unclear why a member\nwho has accepted the offer of cash compensation should be able to demand a judicial review\ndespite the fact that this member would leave the company after accepting the offer. This is\nalready the formulation in Article 24(2)(e)","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],[" Directive (EU) No 2017/1132","Article 126 a \u2013 paragraph 1 \u2013 introductory part"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:16"},"new":["1. Member States shall ensure that the","members of the absorbing company who","oppose the cross-border merger have the","right to dispose of their shareholding under","the conditions laid down in paragraphs 2 to","6."],"old":["1. Member States shall ensure that the","following members of the merging","companies have the right to dispose of","their shareholding under the conditions laid","down in paragraphs 2 to 6;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"375","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-376","justification":"See amendment to Article 126 a(1).","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],["Directive (EU) No 2017/1132","Article 126 a \u2013 paragraph 1 \u2013 point a"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:16"},"new":["deleted"],"old":["(a) the members holding shares with","voting rights and who did not vote for the","approval of the common draft terms of the","cross-border merger;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"376","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-377","justification":" See amendment to Article 126 a(1).","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],["Directive (EU) No 2017/1132","Article 126 a \u2013 paragraph 1 \u2013 point b"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:16"},"new":["deleted"],"old":["(b) the members holding shares","without voting rights."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"377","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-378","justification":" It makes more sense for the connection to be with the publication of the registration of the\n resulting company. Moreover, this Directive should not affect formal national requirements\n relating to the transfer of shares.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],[" Directive (EU) No 2017/1132","Article 126 a \u2013 paragraph 3"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:16"},"new":["Member States shall ensure that each of the","merging companies makes an offer of","adequate cash compensation in the","common draft terms of the cross-border","merger, as specified in Article 122(1)(m),","to those members referred to in paragraph","1 of this Article who wish to exercise their","right to dispose of their shareholdings.","Member States shall also establish the","period for the acceptance of the offer","which shall not in any event exceed one","month after the day on which the","registration of the resulting company is","published in the register. Without","prejudice to formal national requirements","for the transfer of shares, Member States","shall further ensure that the company is","able to accept an offer communicated","electronically to an address provided by","the company for that purpose."],"old":["Member States shall ensure that each of the","merging companies makes an offer of","adequate cash compensation in the","common draft terms of the cross-border","merger, as specified in Article 122(1)(m),","to those members referred to in paragraph","1 of this Article who wish to exercise their","right to dispose of their shareholdings.","Member States shall also establish the","period for the acceptance of the offer,","which shall not in any event exceed one","month after the general meeting referred","to in Article 126 or, in cases where the","approval of the general meeting is not","required, within two months after the","disclosure of the common draft terms of","merger referred to in Article 123. Member","States shall further ensure that the merging","companies are able to accept an offer","communicated electronically to an address","provided by those companies for that","purpose."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"378","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-379","justification":"It would be more sensible to stipulate a single time limit for all members. Moreover, it is\nunclear why a member who has accepted the offer of cash compensation should nevertheless\nbe able to demand a judicial review even though this member would leave the company after\naccepting the offer.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],["Directive (EU) No 2017/1132","Article 126 a \u2013 paragraph 6"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:16"},"new":["6. Member States shall ensure that any","member who has not accepted the offer of","cash compensation referred to in paragraph","3, and who considers that the cash","compensation has not been adequately set,","is entitled to demand the recalculation of","the cash compensation offered before a","national court within one month of the time","limit set for the acceptance of the offer."],"old":["6. Member States shall ensure that any","member who has accepted the offer of cash","compensation referred to in paragraph 3,","but who considers that the cash","compensation has not been adequately set,","is entitled to demand the recalculation of","the cash compensation offered before a","national court within one month of the","acceptance of the offer."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"379","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Olle Ludvigsson","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-380","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],["Directive (EU) No 2017/1132","Article 126 a \u2013 paragraph 6"]],"meps":[96673],"meta":{"created":"2019-07-03T06:12:16"},"new":["6. Member States shall ensure that any","member who has accepted the offer of cash","compensation referred to in paragraph 3,","but who considers that the cash","compensation has not been adequately set,","is entitled to demand the recalculation of","the cash compensation offered before a","national court or by arbitration within one","month of the acceptance of the offer."],"old":["6. Member States shall ensure that any","member who has accepted the offer of cash","compensation referred to in paragraph 3,","but who considers that the cash","compensation has not been adequately set,","is entitled to demand the recalculation of","the cash compensation offered before a","national court within one month of the","","acceptance of the offer."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"380","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-381","justification":" The term \u2018dissatisfied\u2019 leaves space for the creditor\u2019s subjective judgement. It would be more\n sensible to use the term \u2018prejudiced\u2019.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],[" Directive (EU) No 2017/1132","Article 126 b \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:16"},"new":["2. Member States shall ensure that","creditors of the merging companies may","apply to the appropriate administrative or","judicial authority for adequate safeguards","within one month of the disclosure referred","to in Article 123 if they are of the opinion","that they have been prejudiced despite the","protection of their interests set down in","Article 122(1)(n)."],"old":["2. Member States shall ensure that","creditors of the merging companies who","are dissatisfied with the protection of their","interests as provided for in the common","draft terms of the cross-border merger, as","provided for in Article 122(1)(n), may","apply to the appropriate administrative or","judicial authority for adequate safeguards","within one month of the disclosure referred","to in Article 123."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"381","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-382","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],[" Directive (EU) No 2017/1132","Article 126 b \u2013 paragraph 3 \u2013 point a"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:17"},"new":["deleted"],"old":["(a) where the merging companies","disclose together with the draft terms of","","cross-border merger, an independent","expert report, which concluded that there","is no reasonable likelihood that the rights","of creditors would be unduly prejudiced.","The independent expert should be","appointed or approved by the competent","authority and shall fulfil the requirements","laid down in Article 125(1)."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"382","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-383","justification":"This amendment is intended to create consistency with proposal for a directive (COM (2018)\n239 final) concerning the use of digital tools and processes in company law.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 14 \u2013 point a"],["Directive (EU) No 2017/1132","Article 127 \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:17"},"new":["Member States shall ensure that the","application for obtaining a pre-merger","certificate by the merging companies","including submission of any information","and documents may be completed online in","its entirety without the necessity to appear","in person before the competent authority or","any other person or authority entrusted","with processing the application referred to","in paragraph 1."],"old":["Member States shall ensure that the","application for obtaining a pre-merger","certificate by the merging companies","including submission of any information","and documents may be completed online in","its entirety without the necessity to appear","in person before the competent authority","referred to in paragraph 1."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"383","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-384","justification":" The term \u2018suspicion of fraud\u2019 is given different meanings in different Member States. It is\n doubtful that the proposed article encompasses all intended situations.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 14 \u2013 point a"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:17"},"new":["However, Member States may require a","physical presence before a competent","authority where relevant information and","documents are required to be submitted","where the public interest provides a","compelling reason to do so."],"old":["However, in cases of genuine suspicion of","fraud based on reasonable grounds,","Member States may require a physical","presence before a competent authority","where relevant information and documents","are required to be submitted."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"384","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-385","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 14 \u2013 point a"],[" Directive (EU) No 2017/1132","Article 127 \u2013 paragraph 1 \u2013 subparagraph 3"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:17"},"new":["(Does not affect the English version.)"],"old":["However, in cases of genuine suspicion of","fraud based on reasonable grounds,","Member States may require a physical","presence before a competent authority","where relevant information and documents","are required to be submitted."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"385","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-386","justification":"This amendment is intended to create consistency with proposal for a directive (COM (2018)\n239 final) concerning the use of digital tools and processes in company law.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 15 \u2013 point b"],[" Directive (EU) No 2017/1132","Article 128 \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:17"},"new":["Each Member State shall ensure that the","application for the completion of the","procedure, referred to in paragraph 1, by","any of the merging companies, which","includes the submission of any information","and documents may be completed online in","its entirety without the necessity to appear","in person before any competent authority,","or any other person or authority entrusted","with processing the application."],"old":["Each Member State shall ensure that the","application for the completion of the","procedure, referred to in paragraph 1, by","any of the merging companies, which","includes the submission of any information","and documents may be completed online in","its entirety without the necessity to appear","in person before any competent authority."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"386","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-387","justification":"The term \u2018suspicion of fraud\u2019 is given different meanings in different Member States. It is\ndoubtful that the proposed article encompasses all intended situations.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 15 \u2013 point b"],["Directive (EU) No 2017/1132","Article 128 \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:17"},"new":["However, Member States may require a","physical presence before a competent","authority where relevant information and","documents are required to be submitted","where the public interest provides a","compelling reason to do so."],"old":["However, Member States may take","measures in cases of genuine suspicion of","fraud based on reasonable grounds which","could require a physical presence before a","competent authority of a Member State in","which the relevant information and","documents are required to be submitted."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"387","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-388","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 15 \u2013 point b"],[" Directive (EU) No 2017/1132","Article 128 \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:17"},"new":["(Does not affect the English version.)"],"old":["However, Member States may take","measures in cases of genuine suspicion of","fraud based on reasonable grounds which","could require a physical presence before a","competent authority of a Member State in","which the relevant information and","documents are required to be submitted."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"388","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-389","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 17 \u2013 point b"],[" Directive (EU) No 2017/1132","Article 132 \u2013 paragraph 3"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:17"},"new":["3. Where the laws of Member States","of all of the merging companies provide for","the exemption from the approval by","general meeting in accordance with Article","126(3) and paragraph 1 of this Article, the","common draft terms of cross-border","merger or the information referred to in","paragraphs 1 to 3 of Article 123","respectively and the report referred to in","Article 124, shall be made available at least","one month before the decision on the","merger is taken by the company in","accordance with the national law."],"old":["3. Where the laws of Member States","of all of the merging companies provide for","the exemption from the approval by","general meeting in accordance with Article","126(3) and paragraph 1 of this Article, the","common draft terms of cross-border","merger or the information referred to in","paragraphs 1 to 3 of Article 123","respectively and the reports referred to in","Articles 124 and 124a, shall be made","available at least one month before the","decision on the merger is taken by the","company in accordance with the national","law."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"389","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-390","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 18 \u2013 point -a (new)"],["Directive (EU) No 2017/1132","Article 133 \u2013 paragraph 2"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:17"},"new":["(-a) paragraph 2 is replaced by the","following:","However, the rules in force concerning","employee participation, if any, in the","Member State where the company resulting","from the cross-border merger has its","registered office shall not apply, where at","least one of the merging companies has, in","the year prior to the publication of the draft","terms of the cross-border merger as","referred to in Article 123, an average","number of employees that exceeds four","fifths of the applicable threshold, laid","down in the law of the departure Member","State, which triggers the participation of","employees within the meaning of point (k)","of Article 2 of Directive 2001/86/EC, or","where the same is true of the company","resulting from the merger within one","year, or where the national law applicable","to the company resulting from the cross-","border merger does not:","(a) provide for at least the same level of","employee participation as operated in the","relevant merging companies, measured by","reference to the proportion of employee","representatives amongst the members of","the administrative or supervisory organ or","their committees or of the management","group which covers the profit units of the","company, subject to employee","representation; or","(b) provide for employees of","establishments and subsidiaries of the","company resulting from the cross-border","merger that are situated in other Member","States the same entitlement to exercise","participation rights as is enjoyed by those","employees employed in the Member State","where the company resulting from the","cross-border merger has its registered","office.","Or. de"],"old":["2. However, the rules in force concerning","employee participation, if any, in the","Member State where the company resulting","from the cross-border merger has its","registered office shall not apply, where at","least one of the merging companies has, in","the six months prior to the publication of","the draft terms of the cross-border merger","as referred to in Article 123, an average","number of employees that exceeds 500 and","is operating under an employee","participation system within the meaning of","point (k) of Article 2 of","Directive 2001/86/EC, or where the","national law applicable to the company","resulting from the cross-border merger","does not:","(a) provide for at least the same level of","employee participation as operated in the","relevant merging companies, measured by","reference to the proportion of employee","representatives amongst the members of","the administrative or supervisory organ or","their committees or of the management","group which covers the profit units of the","company, subject to employee","representation; or","(b) provide for employees of","establishments of the company resulting","from the cross-border merger that are","","situated in other Member States the same","entitlement to exercise participation rights","as is enjoyed by those employees","employed in the Member State where the","company resulting from the cross-border","merger has its registered office.","","","(https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32017L1132&from=EN)"],"peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"390","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-391","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 18 \u2013 point a"],[" Directive (EU) No 2017/1132","Article 133 \u2013 paragraph 7"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:17"},"new":["7. Where the company resulting from","the cross-border merger is operating under","an employee participation system, that","company shall be obliged to take measures","to ensure that employees' participation","rights are protected in the event of any","subsequent cross-border or domestic","mergers, divisions or conversions for a","period of ten years after the cross-border","merger has taken effect, by applying","mutatis mutandis the rules laid down in","paragraphs 1 to 6.;"],"old":["7. Where the company resulting from","the cross-border merger is operating under","an employee participation system, that","company shall be obliged to take measures","to ensure that employees' participation","rights are protected in the event of any","subsequent cross-border or domestic","mergers, divisions or conversions for a","period of three years after the cross-border","merger has taken effect, by applying","mutatis mutandis the rules laid down in","paragraphs 1 to 6.;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"391","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-392","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 19 Directive (EU) No 2017/1132"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:17"},"new":["deleted"],"old":["(19) the following Article 133a is","inserted:","\u2018Article 133aLiability of independent","experts","Member States shall lay down rules","governing the civil liability of the","independent experts responsible for","drawing up the report referred to in","Articles 125 and 126b(2)(a), including in","respect of misconduct on their part in the","performance of their duties.;\u2019"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"392","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-393","justification":"The amendments proposed in this Article are interlinked with the proposed introduction of the\nstatement of the management or administrative organ referred to in the proposed Article 86e\npara 3 and Article 160g para 3. The fulfilment of the obligation should be guaranteed by way\nof provisions concerning penal liability for making false statements.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 19"],["Directive (EU) No 2017/1132","Article 133 a \u2013 title"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:17"},"new":["Article 133a","Liability of independent experts and","members of management or","administrative organ"],"old":["Article 133aLiability of independent","experts"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"393","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-394","justification":" The proposed Ams is interlinked with the proposed introduction of the statement of the\n management or administrative organ referred to in the proposed Article 86e para 3 and\n Article 160g para 3. The fulfilment of the obligation should be guaranteed by way of\n provisions concerning penal liability for making false statements.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 19"],[" Directive (EU) No 2017/1132","Article 133 a"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:17"},"new":["1. Member States shall lay down rules","governing the civil liability of the","independent experts responsible for","drawing up the report referred to in","Articles 125 and 126b(2)(a), including in","respect of misconduct on their part in the","performance of their duties.;","2. Member States shall lay down rules","governing the penal liability of members","of management or administrative organ of","company responsible for submitting a","false statement about the places of","business referred to in Article 86e","paragraph 3.","3. A member of the management or","administrative body does not bear the","responsibility referred to in paragraph 2","of this Article, when a change of places of","business activity results from economic","reasons that could not have been known","to the member of company's organ at the","time when the statement was submitted."],"old":["Member States shall lay down rules","governing the civil liability of the","independent experts responsible for","drawing up the report referred to in","Articles 125 and 126b(2)(a), including in","respect of misconduct on their part in the","performance of their duties.;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"394","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-395","justification":"A clarification that the liability is towards the shareholders and creditors is needed.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 19"],["Directive (EU) No 2017/1132","Article 133 a (new)"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:17"},"new":["Member States shall lay down rules","governing the civil liability, towards the","shareholders and creditors, of the","independent experts responsible for","drawing up the report referred to in","Articles 125 and 126b(2)(a), in respect of","misconduct on their part in the","performance of their duties."],"old":["Member States shall lay down rules","governing the civil liability of the","independent experts responsible for","drawing up the report referred to in","Articles 125 and 126b(2)(a), including in","respect of misconduct on their part in the","performance of their duties."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"395","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-396","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Title II \u2013 Chapter IV (new)"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:17"},"new":["deleted"],"old":["[...]"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"396","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-397","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:17"},"new":["(1 a) 'an artificial arrangement' means","any transaction, scheme, action, operation","or agreement or a series of these put in","place to circumvent companies\u2019","obligations related to legal or contractual","rights of employees, creditors or members,","including related to employees\u2019","participation or obligations related to","taxation or social security, and which is","considered to lack genuine economic","substance, regardless of the intentions of","the taxpayer;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"397","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-398","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 b \u2013 point 1 b (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:18"},"new":["(1 b) 'economic substance' means","factual criteria, which can be used to","define the taxable presence of an","undertaking, such as the existence of","human and physical resources specific to","the entity, its management autonomy, its","legal reality, the revenues it generates","and, where appropriate, the nature of its","assets;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"398","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-399","justification":"Total deletion of Article 160d for the following reasons: (1) The exclusions in paragraph 2\nessentially exclude companies in crisis from the option of a cross-border division. Divisions\ncan be perfectly suitable for leading a company out of a crisis. The categorical exclusion of\nsuch companies has therefore been rejected. (2) The proposed abuse clause in paragraph 3\nplaces EU-based companies under general suspicion. This is disproportionate, and conflicts\nwith a number of ECJ decisions on the freedom of establishment. Even if the prevention of\nabusive arrangements is important, this abuse clause carries an excessive danger of legal\nuncertainty and restriction of the freedom of establishment due to unclear legal terminology.\n(3) The fight against tax-related abuses is already addressed by other legislation at EU level\nwhich is still being implemented by the Member States. To create another regulation now as\npart of this proposal for a directive is disproportionate. (4) Moreover, the extent to which\nrenewed protections for employees, creditors and minority shareholders are necessary is\ndoubtful. The provisions created by the Directive itself in Articles 160l, 160m and 160n are\nadequate to protect against these groups\u2019 rights being unduly prejudiced.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 d"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:18"},"new":["deleted"],"old":["Article 160d","Conditions relating to cross-border","divisions"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"399","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-400","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 d a (new)"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:18"},"new":["Article 160da","Compliance with rules against tax","avoidance practices","Member States shall ensure that a","company that intends to make a cross-","border division complies with the national","rules implementing Directive (EU)","2016/1164."],"old":["",""],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"400","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-401","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 d \u2013 paragraph 2 \u2013 point a"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:18"},"new":["(a) proceedings have been instituted","for the winding-up, liquidation, insolvency","of that company or infringements of","workers\u2019 rights;"],"old":["(a) proceedings have been instituted","for the winding-up, liquidation, or","insolvency of that company;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"401","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-402","location":[[" Proposal for a directive","Article 1.\u00ba \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 d \u2013 paragraph 2 \u2013 point a (new)"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:18"},"new":["(a A) Receipt of state aid in the past;"],"orig_lang":"pt","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"402","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Stanis\u0142aw O\u017c\u00f3g","changes":{},"committee":["ECON"],"compromise":["on behalf of the ECR Group","Zbigniew Ku\u017amiuk"],"date":"2018-09-11T00:00:00","id":"PE627.755-403","justification":"The general exclusion of a conversion or division of companies subject to restructuring\nproceedings is too far-going, since the conversion or division as such may serve the purpose\nof restructuring / avoiding insolvency.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 d \u2013 paragraph 2 \u2013 point b"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:18"},"new":["deleted"],"old":["(b) the company is subject to","preventive restructuring proceedings","initiated because of the likelihood of","insolvency;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"403","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-404","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 d \u2013 paragraph 2 \u2013 point e a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:18"},"new":["(e a) the company is under investigation","or has been convicted in the last 3 years","for social or tax fraud, tax evasion, tax","avoidance or money laundering or any","other financial crime;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"404","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group","changes":{},"committee":["ECON"],"compromise":[" Zbigniew Ku\u017amiuk"],"date":"2018-09-11T00:00:00","id":"PE627.755-405","justification":" The general exclusion of a conversion or division of companies subject to restructuring\n proceedings is too far-going, since the conversion or division as such may serve the purpose\n of restructuring / avoiding insolvency.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 d \u2013 paragraph 2 a (new)"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:18"},"new":["2 a. A company subject to preventive","restructuring proceedings initiated","because of the likelihood of insolvency","shall be subject to a scrutiny by the","competent authorities of the Member","States as to whether its conversion or","division themselves might serve the","purpose of restructuring and avoiding","insolvency. Following the scrutiny, the","competent authorities of the Member","States shall make an autonomous decision","whether the company in question is","entitled to carry out a cross border","conversion or not."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"405","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-406","justification":"The new wording is coherent with the general anti-abuse rule on taxation as provided for in\nArt. 6 of the Directive 2016/1164 laying down rules against tax avoidance practices that\ndirectly affect the functioning of the internal market.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 d \u2013 paragraph 3"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:19"},"new":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise the","division when it determines, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement, that should be","understood as an arrangement or a series","of arrangements which have been put into","place for the main purpose or one of the","main purposes of obtaining a tax","advantage that defeats the object or","purpose of the applicable tax law or at","prejudicing the legal or contractual rights","of employees, creditors or members."],"old":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise the","","division when it determines, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or members."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"406","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-407","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 d \u2013 paragraph 3"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:19"},"new":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise the","division when it determines, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement or has strong","suspicions that it constitutes an artificial","arrangement aimed at obtaining undue tax","advantages or at unduly prejudicing the","legal or contractual rights of employees,","creditors or members."],"old":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise the","division when it determines, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or members."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"407","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-408","justification":" See the Am for para 3","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 d \u2013 paragraph 3 a (new)"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:19"},"new":["3 a. For the purposes of paragraph 3,","an arrangement or a series thereof shall","be regarded as non-genuine to the extent","that they are not put into place for valid","commercial reasons which reflect","economic reality."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"408","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-409","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 d \u2013 paragraph 4 a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:19"},"new":["4 a. This Directive is without prejudice","of the enforcement of tax rules in national","law, including the possibility for the","departure Member State to impose a tax","on hidden reserves of the dividing","company before the division takes effect,","in accordance with the jurisprudence of","the European Court of Justice."],"old":[""],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"409","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-410","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 e \u2013 paragraph 1 \u2013 point r a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:19"},"new":["(r a) the name of the ultimate","undertaking and, where applicable, the","list of all its subsidiaries, a brief","description of the nature of their activities","and their respective geographic","allocation;","the number of employees on a full-time","equivalent basis;","fixed assets other than cash or cash","equivalents; the amount of the net","turnover, including a distinction between","the turnover made with related parties","and the turnover made with unrelated","parties;","the amount of profit or loss before income","tax;","the amount of income tax accrued","(current year) which is the current tax","expense recognised on taxable profits or","losses of the financial year by","undertakings and branches resident for","tax purposes in the relevant tax","jurisdiction;","the amount of income tax paid which is","the amount of income tax paid during the","relevant financial year by undertakings","and branches resident for tax purposes in","the relevant tax jurisdiction;","the amount of accumulated earnings;","stated capital;","details of public subsidies received and","any donations made to politicians,","political organisations or political","foundations;","whether undertakings, subsidiaries or","branches benefit from preferential tax","treatment, from a patent box or equivalent","regimes."],"old":["",""],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"410","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-411","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 e \u2013 paragraph 4"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:19"},"new":["4. In addition to the official languages","of the Member States of the recipient","companies and the one being divided,","Member States shall allow the company to","use a language customary in the sphere of","international business and finance in order","to draw up the draft terms of cross-border","division and all other related documents.","Member States shall specify which","language will prevail in case of","discrepancies among different linguistic","versions of those documents. Members,","employees or creditors shall have the","possibility to comment on these draft","terms. The comments shall be included in","the final report and be made public."],"old":["4. In addition to the official languages","of the Member States of the recipient","companies and the one being divided,","Member States shall allow the company to","use a language customary in the sphere of","international business and finance in order","to draw up the draft terms of cross-border","division and all other related documents.","Member States shall specify which","language will prevail in case of","discrepancies among different linguistic","versions of those documents."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"411","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-412","justification":"The accounting date must be before the division comes into effect, since the organs of the\nresulting company have to continue to be able to function.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 f \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:19"},"new":["The accounting date provided in the draft","terms of the cross-border division shall be","the date on which the company being","divided makes its final financial report","unless the company determines other dates","in order to facilitate the division process."],"old":["The accounting date provided in the draft","terms of the cross-border division shall be","the date on which the cross-border division","takes effect, as referred to in Article 160t","unless the company determines other dates","in order to facilitate the division process."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"412","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-413","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 f \u2013 paragraph 1 \u2013 subparagraph 3 \u2013 point a"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:19"},"new":["(a) it may not be earlier than the date","of the balance sheet of the last annual","financial statements drawn up and made","available by the company being divided;"],"old":["(a) it may not be earlier than the date","of the balance sheet of the last annual","financial statements drawn up and","published by the company being divided;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"413","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-414","justification":" From an efficiency point of view, it would be more sensible for the reports of the management\n or administrative organ to be condensed into one report, especially as both reports are in any\n case to be made available to both the members and the employees.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 g \u2013 title"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:19"},"new":["Article 160g","Report of the management or","administrative organ to the members and","employees"],"old":["Article 160g Report of the management or","administrative organ to the members"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"414","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-415","justification":" The reports aims not only at the protection of the interests of shareholders, but may also be\n helpful for the assessment whether the artificial structure has been put in place in order to\n obtain undue tax advantages or infringe on the rights of employees, creditors or minority\n\nshareholders applicable based on the provisions of law, as well as contractual rights referred\nto in Art. 86c para 3 and Art. 160d para 3.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 g \u2013 title"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:19"},"new":["Article 160g","Report of the management or","administrative organ"],"old":["Article 160gReport of the management or","administrative organ to the members"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"415","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-416","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 g \u2013 paragraph 2 \u2013 point a"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:19"},"new":["(a) the rationale for the operation and","implications of the cross-border division on","the future business of the recipient","companies and, in the case of a partial","division, also of the company being","divided and on the managements' strategic","plan;"],"old":["(a) the implications of the cross-border","division on the future business of the","recipient companies and, in the case of a","partial division, also of the company being","divided and on the managements' strategic","plan;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"416","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-417","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 g \u2013 paragraph 2 \u2013 point e a (new)"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:19"},"new":["(e a) the implications of the cross-","border division on the safeguarding of the","employment relationships;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"417","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-418","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 g \u2013 paragraph 2 \u2013 point e b (new)"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:19"},"new":["(e b) any material change in the","conditions of employment and the","locations of the companies\u2019 places of","business;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"418","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-419","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 g \u2013 paragraph 2 \u2013 point e c (new)"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:19"},"new":["(e c) how the factors set out in points","(a), (f) and (g) also relate to any","subsidiaries of the company being divided."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"419","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-420","justification":"The additional statement will facilitate the correct assessment by the authorities in order to\nprevent artificial arrangements set up to obtain undue tax advantages or the infringements of\nrights of employees, creditors or minority shareholders. It remains consistent with and\nsupports the realization of taxation of capital gains in cases of transfer of assets, tax\nresidence or the permanent establishment, provided for in the Council Directive (EU)\n2016/1164 of 12 July 2016.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 g \u2013 paragraph 2 a (new)"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:19"},"new":["2 a. The report, referred to in","paragraph 1 of this Article, shall be","accompanied with a statement of the","management or administrative organ of","the company about places of business","after the cross-border conversion,","including information about a partial or","complete carrying on of business in the","departure Member State and, in","appropriate circumstances, marking a fact","of further conduct of operations only in","the departure Member State."],"old":[""],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"420","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-421","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 g \u2013 paragraph 3"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:20"},"new":["3. 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However, the report referred to in","paragraph 1, shall not be required where","all the members of the company being","divided have agreed to waive this","document."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"424","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-425","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 g \u2013 paragraph 4"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:20"},"new":["4. 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However, the report referred to in","paragraph 1, shall not be required where","all the members of the company being","divided have agreed to waive this","document."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"425","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab, Axel Voss","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-426","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 g \u2013 paragraph 4 a (new)"]],"meps":[28223,96761],"meta":{"created":"2019-07-03T06:12:20"},"new":["4 a. 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Rules on time limits should be harmonised here as well.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 i \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:20"},"new":["Member States shall ensure that the","company being divided applies to the","competent authority, designated in","accordance with Article 160o(1), to","appoint an expert to examine and assess the","draft terms of cross-border division and the","report referred to in Articles 160g and","160h, subject to the proviso set out in","paragraph 6 of this Article."],"old":["Member States shall ensure that the","company being divided applies to the","","competent authority, designated in","accordance with Article 160o(1), not less","than two months before the date of the","general meeting referred to in Article","160k, to appoint an expert to examine and","assess the draft terms of cross-border","division and the reports referred to in","Articles 160g and 160h, subject to the","proviso set out in paragraph 6 of this","Article."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"432","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-433","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 i \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:20"},"new":["Member States shall ensure that the","company being divided applies to the","competent authority, designated in","accordance with Article 160o(1), not less","than two months before the date of the","general meeting referred to in Article 160k.","The competent authority shall examine","and assess the draft terms of cross-border","division and the reports referred to in","Articles 160g and 160h, subject to the","proviso set out in paragraph 6 of this","Article."],"old":["Member States shall ensure that the","company being divided applies to the","competent authority, designated in","accordance with Article 160o(1), not less","than two months before the date of the","general meeting referred to in Article 160k,","to appoint an expert to examine and assess","the draft terms of cross-border division and","the reports referred to in Articles 160g and","160h, subject to the proviso set out in","paragraph 6 of this Article."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"433","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-434","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 i \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:20"},"new":["The application to the competent authority","shall be accompanied by the following"],"old":["The application for the appointment of an","expert shall be accompanied by the","following"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"434","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-435","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 i \u2013 paragraph 1 \u2013 subparagraph 2 \u2013 point b"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:20"},"new":["(b) the report referred to in Article","160g."],"old":["(b) the reports referred to in Articles","160g and 160h."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"435","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-436","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 i \u2013 paragraph 2"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:21"},"new":["2. 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The expert shall be","independent from the company being","divided and may be a natural or a legal","person depending upon the law of the","Member State concerned. Member States","shall take into account, in assessing the","independence of the expert, the framework","established in Articles 22 and 22b of","Directive 2006/43/EC."],"old":["2. The competent authority shall","appoint an independent expert within five","working days of the application referred to","in paragraph 1 and the receipt of the draft","terms and reports. The expert shall be","independent from the company being","divided and may be a natural or a legal","person depending upon the law of the","Member State concerned. Member States","shall take into account, in assessing the","independence of the expert, the framework","established in Articles 22 and 22b of","Directive 2006/43/EC."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"437","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-438","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 i \u2013 paragraph 3 \u2013 introductory part"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:21"},"new":["3. The competent authority shall draw","up a written report providing at least:"],"old":["3. The expert shall draw up a written","report providing at least:"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"438","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-439","justification":"Obsolete due to the deletion of Article 160d.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 i \u2013 paragraph 3 \u2013 point f"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:21"},"new":["deleted"],"old":["(f) a description of all factual","elements necessary for the competent","authority designated in accordance with","Article 160o(1), to carry out an in-depth","assessment to determine whether the","intended cross-border division constitutes","an artificial arrangement in accordance","with Article 160p, at a minimum the","following: the characteristics of the","establishments in the Member States","concerned of the recipient companies,","including the intent, the sector, the","investment, the net turnover and profit or","loss, number of employees, the","composition of the balance sheet, the tax","residence, the assets and their location,","the habitual place of work of the","employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the company being","divided in the Member States of the","recipient companies."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"439","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-440","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 i \u2013 paragraph 3 \u2013 point f"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:21"},"new":["(f) a description of all factual elements","designated in accordance with Article","160o(1), to carry out an in-depth","assessment to determine whether the","intended cross-border division constitutes","an artificial arrangement in accordance","with Article 160p, at a minimum the","following: the characteristics of the","establishments in the Member States","concerned of the recipient companies,","including the intent, the sector, the","investment, the net turnover and profit or","loss, number of employees, the","composition of the balance sheet, the tax","residence, the assets and their location, the","habitual place of work of the employees","and of specific groups of employees, the","place where social contributions are due","and the commercial risks assumed by the","company being divided in the Member","States of the recipient companies."],"old":["(f) a description of all factual elements","necessary for the competent authority","designated in accordance with Article","160o(1), to carry out an in-depth","assessment to determine whether the","intended cross-border division constitutes","an artificial arrangement in accordance","with Article 160p, at a minimum the","following: the characteristics of the","establishments in the Member States","concerned of the recipient companies,","including the intent, the sector, the","investment, the net turnover and profit or","loss, number of employees, the","composition of the balance sheet, the tax","residence, the assets and their location, the","habitual place of work of the employees","and of specific groups of employees, the","place where social contributions are due","and the commercial risks assumed by the","company being divided in the Member","States of the recipient companies."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"440","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-441","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 i \u2013 point 3 a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:21"},"new":["3 a. The competent authority shall","always organise a meeting with employees","of the company prior to drawing up its","written report."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"441","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-442","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 i \u2013 paragraph 4"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:21"},"new":["4. Member States shall ensure that","their competent authority shall be entitled","to obtain from the company being divided","all relevant information and documents and","to carry out all necessary investigations to","verify all elements of the draft terms or","management reports. The competent","authority shall also be entitled to receive","comments and opinions from the","representatives of the employees of the","company, or, where there are no such","representatives, employees themselves and","also from the creditors and members of the","company."],"old":["4. Member States shall ensure that the","independent expert shall be entitled to","obtain from the company being divided all","relevant information and documents and to","carry out all necessary investigations to","verify all elements of the draft terms or","management reports. The independent","expert shall also be entitled to receive","comments and opinions from the","representatives of the employees of the","company, or, where there are no such","representatives, employees themselves and","also from the creditors and members of the","company."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"442","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-443","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 i \u2013 paragraph 4"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:21"},"new":["4. Member States shall ensure that the","independent expert shall be entitled to","obtain from the company being divided all","relevant information and documents and to","carry out all necessary investigations to","verify all elements of the draft terms or","management report. The independent","expert shall also be entitled to receive","comments and opinions from the","representatives of the employees of the","company, or, where there are no such","representatives, employees themselves and","also from the creditors and members of the","company."],"old":["4. Member States shall ensure that the","independent expert shall be entitled to","obtain from the company being divided all","relevant information and documents and to","carry out all necessary investigations to","verify all elements of the draft terms or","management reports. The independent","expert shall also be entitled to receive","comments and opinions from the","representatives of the employees of the","company, or, where there are no such","representatives, employees themselves and","also from the creditors and members of the","company."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"443","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-444","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 i \u2013 paragraph 5"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:21"},"new":["5. Member States shall ensure that","information submitted can only be used for","the purpose of drafting the report and that","confidential information shall not be","disclosed. Where appropriate, the","competent authority may produce a","separate document containing confidential","information and that separate document","shall only be made available to the","company being divided and not be","disclosed to any third party."],"old":["5. Member States shall ensure that","information submitted to the independent","expert can only be used for the purpose of","drafting the report and that confidential","information, including business secrets,","shall not be disclosed. Where appropriate,","the expert may submit a separate document","containing confidential information to the","competent authority designated in","","accordance with Article 160o(1) and that","separate document shall only be made","available to the company being divided and","not be disclosed to any third party."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"444","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-445","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 j \u2013 paragraph 1 \u2013 point b"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:21"},"new":["(b) the report from the competent","authority referred to in Article 160i, where","applicable;"],"old":["(b) the independent expert report","referred to in Article 160i, where","applicable;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"445","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-446","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 j \u2013 paragraph 1 \u2013 point c a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:21"},"new":["(c a) Information on its ultimate","beneficial owners before and after the","cross-border division."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"446","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-447","justification":"This amendment is intended to create consistency with proposal for a directive (COM (2018)\n239 final) concerning the use of digital tools and processes in company law.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 j \u2013 paragraph 4 \u2013 subparagraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:21"},"new":["Member States shall ensure that the","requirements referred to in paragraphs 1","and 3 can be completed online in their","entirety without the necessity to appear in","person before any competent authority or","any other person or authority entrusted","with processing the application in the","Member State concerned."],"old":["Member States shall ensure that the","requirements referred to in paragraphs 1","and 3 can be completed online in their","entirety without the necessity to appear in","person before any competent authority in","the Member State concerned."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"447","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-448","justification":"The term \u2018suspicion of fraud\u2019 is given different meanings in different Member States. It is\ndoubtful that the proposed article encompasses all intended situations.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 j \u2013 paragraph 4 \u2013 subparagraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:21"},"new":["However, Member States may require a","physical presence before a competent","authority where the public interest","provides a compelling reason to do so."],"old":["However, Member States may in cases of","genuine suspicion of fraud based on","reasonable grounds, require a physical","presence before a competent authority."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"448","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-449","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 j \u2013 paragraph 4 \u2013 subparagraph 2"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:22"},"new":["However, Member States may in cases of","suspicion of fraud based on reasonable","grounds, require a physical presence before","a competent authority."],"old":["However, Member States may in cases of","genuine suspicion of fraud based on","reasonable grounds, require a physical","presence before a competent authority."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"449","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-450","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 j \u2013 paragraph 6 a (new)"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:22"},"new":["6 a. Member States shall ensure that","confidential information, including","business secrets, shall not be disclosed."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"450","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-451","location":[[" Proposal for a directive","Article 1.\u00ba \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 k \u2013 title"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:22"},"new":["Article 160 k","Approval by the general meeting and by","the employees\u2019 plenary"],"old":["Article 160 k Approval by the general","meeting"],"orig_lang":"pt","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"451","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-452","location":[["Proposal for a directive","Article 1.\u00ba \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 k \u2013 paragraph 1"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:22"},"new":["1. After taking note of the reports","referred to in Articles 160g, 160h and 160i,","where applicable, the general meeting and","the employees\u2019 plenary of the company","being divided shall decide by means of a","resolution, whether to approve the draft","terms of cross-border division. The","company shall inform the competent","authority designated in accordance with","Article 160o(1) of the decision of the","general meeting and of the employees\u2019","plenary."],"old":["1. After taking note of the reports","referred to in Articles 160g, 160h and 160i,","where applicable, the general meeting of","the company being divided shall decide by","means of a resolution, whether to approve","the draft terms of cross-border division.","The company shall inform the competent","authority designated in accordance with","Article 160o(1) of the decision of the","general meeting."],"orig_lang":"pt","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"452","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-453","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 k \u2013 paragraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:22"},"new":["1. After taking note of the reports","referred to in Articles 160g and 160i,","where applicable, the general meeting of","the company being divided shall decide by","means of a resolution, whether to approve","the draft terms of cross-border division.","The company shall inform the competent","authority designated in accordance with","Article 160o(1) of the decision of the","general meeting."],"old":["1. After taking note of the reports","referred to in Articles 160g, 160h and 160i,","where applicable, the general meeting of","the company being divided shall decide by","means of a resolution, whether to approve","the draft terms of cross-border division.","The company shall inform the competent","authority designated in accordance with","Article 160o(1) of the decision of the","general meeting."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"453","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-454","location":[[" Proposal for a directive","Article 1.\u00ba \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 k \u2013 paragraph 2"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:22"},"new":["2. The general meeting and the","employees\u2019 plenary reserve the right to","make implementation of the cross-border","division conditional on express ratification","by it of the arrangements referred to in","Article 160n."],"old":["2. The general meeting may reserve","the right to make implementation of the","cross-border division conditional on","express ratification by it of the","arrangements referred to in Article 160n."],"orig_lang":"pt","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"454","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-455","justification":"This paragraph is not needed because the instruments of constitution already form part of the\ndraft terms of division per Article 160 e(k)","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 k \u2013 paragraph 4"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:22"},"new":["deleted"],"old":["4. The general meeting shall also","decide whether the cross-border division","","would necessitate amendments to the","instruments of constitution of the","company being divided."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"455","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Miguel Viegas","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-456","location":[["Proposal for a directive","Article 1.\u00ba \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 k \u2013 paragraph 4"]],"meps":[125100],"meta":{"created":"2019-07-03T06:12:22"},"new":["4. The general meeting and the","employees\u2019 plenary shall also decide","whether the cross-border division would","necessitate amendments to the instruments","of constitution of the company being","divided."],"old":["4. The general meeting shall also","decide whether the cross-border division","would necessitate amendments to the","instruments of constitution of the company","being divided."],"orig_lang":"pt","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"456","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-457","justification":" It is more appropriate to restrict the entitlement to compensation to those members who\n explicitly opposed the decision to approve the division. This is already the formulation in\n Article 160g(2)(3)","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 l \u2013 paragraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:22"},"new":["1. Member States shall ensure that the","members who oppose the division have the","right to dispose of their shareholdings","under the conditions laid down in","paragraphs 2 to 6:"],"old":["1. Member States shall ensure that the","following members of a company being","divided have the right to dispose of their","shareholdings under the conditions laid","down in paragraphs 2 to 6:"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"457","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-458","justification":" See amendment to Article 160l(1).","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 l \u2013 paragraph 1 \u2013 point a"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:22"},"new":["deleted"],"old":["(a) the members holding shares with","voting rights and, who did not vote for the","approval of the draft terms of the cross-","border division;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"458","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-459","justification":"See amendment to Article 160l(1).","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 l \u2013 paragraph 1 \u2013 point b"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:22"},"new":["deleted"],"old":["(b) the members holding shares","without voting rights."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"459","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-460","justification":"It makes more sense for the connection to be with the publication of the registration of the\nnew legal form. Moreover, this Directive should not affect formal national requirements\nrelating to the transfer of shares.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 l \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:22"},"new":["Member States shall ensure that a company","being divided makes an offer of adequate","cash compensation in the draft terms of the","cross-border division as specified in Article","160e(1)(q) to the members, referred to in","paragraph 1 of this Article, who wish to","exercise their right to dispose of their","shareholdings. Member States shall also","establish the period for the acceptance of","the offer which shall not in any event","exceed one month after the day on which","the registration of the new legal form is","published in the register. Without","prejudice to formal national requirements","for the transfer of shares, Member States","shall further ensure that the company is","able to accept an offer communicated","electronically to an address provided by the","company for that purpose."],"old":["Member States shall ensure that a company","being divided makes an offer of adequate","cash compensation in the draft terms of the","cross-border division as specified in Article","160e(1)(q) to the members, referred to in","paragraph 1 of this Article, who wish to","exercise their right to dispose of their","shareholdings. Member States shall also","establish the period for the acceptance of","the offer which shall not in any event","exceed one month after the general","meeting referred to in Article 160k.","Member States shall further ensure that a","company is able to accept an offer","communicated electronically to an address","provided by the company for that purpose."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"460","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-461","justification":" It would be more sensible to stipulate a single time limit for all members. Moreover, it is\n unclear why a member who has accepted the offer of cash compensation should nevertheless\n be able to demand a judicial review even though this member would leave the company after\n accepting the offer.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 l \u2013 paragraph 5"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:22"},"new":["5. Member States shall provide that","any member who has not accepted the","offer of cash compensation referred to in","paragraph 3, and who considers that the","compensation has not been adequately set,","is entitled to demand the recalculation of","the cash compensation offered before a","national court within one month of the time","limit set for the acceptance of the offer."],"old":["5. Member States shall provide that","any member who has accepted the offer of","cash compensation referred to in paragraph","3, but who considers that the compensation","has not been adequately set, is entitled to","demand the recalculation of the cash","compensation offered before a national","court within one month of the acceptance","of the offer."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"461","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-462","justification":"The term \u2018dissatisfied\u2019 leaves space for the creditor\u2019s subjective judgement. The use of the\nobjectively verifiable term \u2018prejudiced\u2019 is preferable.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 m \u2013 paragraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:22"},"new":["2. Member States shall ensure that","creditors may apply to the appropriate","administrative or judicial authority for","adequate safeguards within one month of","the disclosure referred to in Article 160j if","they are of the opinion that they have","been prejudiced despite the protection of","their interests set down in Article 160e."],"old":["2. Member States shall ensure that","creditors, who are dissatisfied with the","protection of their interests provided for","in the draft terms of the cross-border","division, as provided for in Article 160e,","may apply to the appropriate administrative","or judicial authority for adequate","safeguards within one month of the","disclosure referred to in Article 160j."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"462","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-463","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 m \u2013 paragraph 3 \u2013 point a"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:22"},"new":["deleted"],"old":["(a) where the company discloses","together with the draft terms of","conversion an independent expert report","which concluded that there is no","reasonable likelihood that the rights of","creditors would be unduly prejudiced. The","independent expert should be appointed","or approved by the competent authority","and shall fulfil the requirements laid","down in Article 160i(2);"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"463","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-464","justification":" Consistency must be created: The threshold of 500 employees, also stipulated in the rules for\n cross-border mergers, particularly Article 133, has proven itself in practice and should\n therefore be applied uniformly for all restructuring measures across the EU.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 n \u2013 paragraph 2 \u2013 introductory part"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:22"},"new":["However, the rules in force","concerning employee participation, if any,","in the Member State where the company","resulting from the cross-border division has","its registered office shall not apply, where","the company being divided, in the six","months prior to the publication of the draft","terms of the cross-border division as","referred to in Article 160e of this Directive,","has an average of over 500 employees and","this company has a system for the","participation of employees within the","meaning of point (k) of Article 2 of","Directive 2001/86/EC, or where the","national law applicable to each of the","recipient companies does not:"],"old":["2. However, the rules in force 2.","concerning employee participation, if any,","in the Member State where the company","resulting from the cross-border division has","","its registered office shall not apply, where","the company being divided, in the six","months prior to the publication of the draft","terms of the cross-border division as","referred to in Article 160e of this Directive,","has an average number of employees","equivalent to four fifths of the applicable","threshold, laid down in the law of the","Member State of the company being","divided, which triggers the participation of","employees within the meaning of point (k)","of Article 2 of Directive 2001/86/EC, or","where the national law applicable to each","of the recipient companies does not:"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"464","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-465","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 n \u2013 paragraph 2 \u2013 introductory part"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:23"},"new":["2. However, the rules in force","concerning employee participation, if any,","in the Member State where the company","resulting from the cross-border division has","its registered office shall not apply, where","the company being divided, in the six","months prior to the date of making","available of the draft terms of the cross-","border division as referred to in Article","160e of this Directive, has an average","number of employees equivalent to four","fifths of the applicable threshold, laid down","in the law of the Member State of the","company being divided, which triggers the","participation of employees within the","meaning of point (k) of Article 2 of","Directive 2001/86/EC, or where the","national law applicable to each of the","recipient companies does not:"],"old":["2. However, the rules in force","concerning employee participation, if any,","in the Member State where the company","resulting from the cross-border division has","its registered office shall not apply, where","the company being divided, in the six","months prior to the publication of the draft","terms of the cross-border division as","referred to in Article 160e of this Directive,","has an average number of employees","equivalent to four fifths of the applicable","","threshold, laid down in the law of the","Member State of the company being","divided, which triggers the participation of","employees within the meaning of point (k)","of Article 2 of Directive 2001/86/EC, or","where the national law applicable to each","of the recipient companies does not:"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"465","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-466","justification":"Consistency with Directive (EU) 2017/1132 on cross-border mergers, especially Article\n127(1).","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 o \u2013 paragraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:23"},"new":["1. Member States shall designate the","court, notary or other authority competent","to scrutinise the legality of the cross-border","divisions as regards the part of the","procedure which is governed by the law of","the Member State of the company being","divided, and to issue a pre-division","certificate attesting compliance with all","relevant conditions, and the proper","completion of all procedures and","formalities in that Member State."],"old":["1. Member States shall designate the","national authority competent to scrutinise","the legality of the cross-border divisions as","regards the part of the procedure which is","governed by the law of the Member State","of the company being divided, and to issue","a pre-division certificate attesting","compliance with all relevant conditions,","and the proper completion of all","procedures and formalities in that Member","State."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"466","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-467","meps":[28223],"meta":{"created":"2019-07-03T06:12:23"},"new":["(b) the reports referred to in Articles","160g and 160i, as appropriate;"],"old":["(b) the reports referred to in Articles","160g, 160h and 160i, as appropriate;"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"467","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-468","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 o \u2013 paragraph 2 \u2013 point b"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:23"},"new":["(b) the reports referred to in Articles","160g and 160h;"],"old":["(b) the reports referred to in Articles","160g, 160h and 160i, as appropriate;"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"468","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-469","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 o \u2013 paragraph 2 \u2013 subparagraph 2"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:23"},"new":["deleted"],"old":["The draft terms and reports submitted","under Article 160i do not have to be re-","submitted to the competent authority."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"469","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-470","justification":"It makes more sense to refer to 86h.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 o \u2013 paragraph 2 \u2013 subparagraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:23"},"new":["The draft terms and reports submitted","under Article 160j do not have to be re-","submitted to the competent authority."],"old":["The draft terms and reports submitted","under Article 160i do not have to be re-","submitted to the competent authority."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"470","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-471","justification":" This amendment is intended to create consistency with proposal for a directive (COM (2018)\n 239 final) concerning the use of digital tools and processes in company law.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 o \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:23"},"new":["Member States shall ensure that the","application referred to in paragraph 2,","including submission of any company","information and documents may be","completed online in its entirety without the","necessity to appear in person before the","competent authority or any other person","or authority entrusted with processing the","application."],"old":["Member States shall ensure that the","application referred to in paragraph 2,","including submission of any company","information and documents, may be","completed online in its entirety without the","necessity to appear in person before the","competent authority referred to in","paragraph 1."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"471","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-472","justification":" The term \u2018suspicion of fraud\u2019 is given different meanings in different Member States. It is\n doubtful that the proposed article encompasses all intended situations.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 o \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:23"},"new":["However, Member States may require a","physical presence before a competent","authority where relevant information and","documents are required to be submitted","where the public interest provides a","compelling reason to do so."],"old":["However, in cases of genuine suspicion of","fraud based on reasonable grounds,","Member States may require a physical","presence before a competent authority","where relevant information and documents","are required to be submitted."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"472","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-473","justification":"Paragraph 1 of this article already requires the verification of the details required in the draft\nterms of conversion.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 o \u2013 paragraph 4"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:23"},"new":["deleted"],"old":["4. In respect of compliance with the","rules concerning employee participation","as laid down in Article 160n, the Member","State of the company being divided shall","verify that the draft terms of cross-border","division referred to in Article 160e include","","information on the procedures by which","the relevant arrangements are determined","and on the possible options for such","arrangements."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"473","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-474","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 o \u2013 paragraph 4"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:23"},"new":["4. In respect of compliance with the","rules concerning employee participation as","laid down in Article 160n, the Member","State of the company being divided shall","verify that the draft terms and reports of","cross-border division referred to in Article","160e include information on the procedures","by which the relevant arrangements are","determined and on the possible options for","such arrangements."],"old":["4. In respect of compliance with the","rules concerning employee participation as","laid down in Article 160n, the Member","State of the company being divided shall","verify that the draft terms of cross-border","division referred to in Article 160e include","information on the procedures by which","the relevant arrangements are determined","and on the possible options for such","arrangements."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"474","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-475","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 o \u2013 paragraph 7"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:23"},"new":["7. Member States shall ensure that the","assessment by the competent authority is","carried out within three months of the","receipt of the information concerning the","approval of the cross-border division by","the general meeting of the company. It","shall have one of the following outcomes:"],"old":["7. Member States shall ensure that the","assessment by the competent authority is","carried out within one month of the receipt","of the information concerning the approval","of the cross-border division by the general","meeting of the company. It shall have one","of the following outcomes:"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"475","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-476","justification":" Obsolete following the deletion of Article 160d.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 o \u2013 paragraph 7 \u2013 point c"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:23"},"new":["deleted"],"old":["(c) where the competent authority has","serious concerns that the cross-border","division constitutes an artificial","arrangement referred to in Article","160d(3), it may decide to carry out an in-","depth assessment in accordance with","Article 160p and shall inform the","company about its decision to conduct","such an assessment and the subsequent","outcome."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"476","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-477","justification":"Obsolete following the deletion of Article 86c.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:23"},"new":["deleted"],"old":["Article 160p","In-depth assessment"],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"477","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-478","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 p \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:23"},"new":["Member States shall ensure in order to","assess whether the cross-border division","constitutes an artificial arrangement within","the meaning of this Directive, the","competent authority of the company being","divided shall carry out an in-depth","assessment of all relevant facts and","circumstances and shall take into account","at a minimum the following: the","characteristics of the establishment in the","Member States concerned, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and their","location, the habitual place of work of the","employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the company being","divided in the Member State of that","company and Member States of recipient","companies."],"old":["Member States shall ensure in order to","assess whether the cross-border division","constitutes an artificial arrangement within","the meaning of Article 160d(3) of this","Directive, the competent authority of the","company being divided shall carry out an","in-depth assessment of all relevant facts","and circumstances and shall take into","account at a minimum the following: the","characteristics of the establishment in the","Member States concerned, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and their","location, the habitual place of work of the","employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the company being","divided in the Member State of that","","company and Member States of recipient","companies."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"478","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-479","justification":" It is unclear why the option of judicial review should not apply in cases where the pre-\n conversion certificate is issued by a court as well.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 q \u2013 paragraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:24"},"new":["1. Member States shall ensure that the","decision of the competent authority to issue","or to refuse to issue a pre-division","certificate, is subject to judicial review in","accordance with national law. In addition,","Member States shall ensure that a pre-","division certificate shall not be effective","before the expiry of a certain period to","allow the company to bring an action","before the competent court."],"old":["1. Member States shall ensure that,","where the competent authority is not a","court, the decision of the competent","authority to issue or to refuse to issue a","pre-division certificate is subject to judicial","review in accordance with national law. In","addition, Member States shall ensure that a","pre-division certificate shall not be","effective before the expiry of a certain","period to allow parties to bring an action","before the competent court and to obtain,","if appropriate, interim measures."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"479","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-480","justification":"Consistency with Directive (EU) 2017/1132 on cross-border mergers, especially Article\n127(1)","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 r \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:24"},"new":["Member States shall designate the court,","notary or other authority competent to","scrutinise the legality of the cross-border","divisions as regards that part of the","procedure which concerns the completion","of the cross-border division governed by","the law of the Member States of the","recipient companies and to approve the","cross-border division where it complies","with all the relevant conditions and all the","procedures and formalities in that Member","State have been properly completed."],"old":["Member States shall designate an authority","competent to scrutinise the legality of the","cross-border divisions as regards that part","of the procedure which concerns the","completion of the cross-border division","governed by the law of the Member States","of the recipient companies and to approve","the cross-border division where it complies","with all the relevant conditions and all the","procedures and formalities in that Member","State have been properly completed."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"480","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-481","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 r \u2013 paragraph 1 a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:24"},"new":["1 a. The competent authority in the","Member State of departure shall send the","outcome of its assessment on the cross-","border division to the competent","authorities in the Member State of","destination."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"481","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-482","justification":" This amendment is intended to create consistency with proposal for a directive (COM (2018)\n 239 final) concerning the use of digital tools and processes in company law.","meps":[28223],"meta":{"created":"2019-07-03T06:12:24"},"new":["Each Member State shall ensure that the","application referred to in paragraph 1, by","any of the recipient companies which","includes submission of any information","and documents may be completed online in","its entirety without the necessity to appear","in person before the competent authority or","any other person or authority entrusted","with processing the application."],"old":["Each Member State shall ensure that the","application referred to in paragraph 1, by","any of the recipient companies which","includes submission of any information","and documents may be completed online in","its entirety without the necessity to appear","in person before the competent authority","referred to in paragraph 1."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"482","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-483","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 r \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:24"},"new":["However, Member States may require a","physical presence before a competent","authority where relevant information and","documents are required to be submitted","where the public interest provides a","compelling reason to do so."],"old":["However, in cases of genuine suspicion of","fraud based on reasonable grounds,","Member States may require a physical","presence before a competent authority of a","Member State where relevant information","and documents are required be submitted."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"483","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-484","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 r \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:24"},"new":["However, in cases of suspicion of fraud","based on reasonable grounds, Member","States may require a physical presence","before a competent authority of a Member","State where relevant information and","documents are required be submitted."],"old":["However, in cases of genuine suspicion of","fraud based on reasonable grounds,","Member States may require a physical","presence before a competent authority of a","Member State where relevant information","and documents are required be submitted."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"484","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-485","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 s \u2013 paragraph 2 \u2013 point d a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:24"},"new":["(d a) Information on its ultimate","beneficial owners before and after the","cross-border conversion in accordance","with Directive 2015/849."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"485","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-486","justification":" Contradicts the disclosure stipulated in Article 86h(1)(c). It would be disproportionate to\n have to notify the counterparties of all relevant legal differences above and beyond the\n disclosure.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 u \u2013 paragraph 2 \u2013 subparagaph 2"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:24"},"new":["deleted"],"old":["The company being divided shall be liable","for any losses arising from any","differences in national legal systems of","the Member States of the company being","divided and of the recipient companies,","where any contracting party or","counterparty of the company carrying out","the division had not been informed of the","cross-border division by that company","prior to concluding that contract."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"486","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-487","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 v"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:24"},"new":["deleted"],"old":["Article 160v","Liability of the independent experts"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"487","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group Zbigniew Ku\u017amiuk","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-488","justification":"The proposed Am is interlinked with the proposed introduction of the statement of the\nmanagement or administrative organ referred to in the proposed Article 86e para 3 and\nArticle 160g para 3. The fulfilment of the obligation should be guaranteed by way of\nprovisions concerning penal liability for making false statements.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 v \u2013 title"]],"meps":[124897],"meta":{"created":"2019-07-03T06:12:24"},"new":["Article 160v","Liability of the independent experts and","members of management or","administrative organ"],"old":["Article 160vLiability of the independent","experts"],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"488","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-489","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 v"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:24"},"new":["deleted"],"old":["Member States shall lay down rules","governing at least the civil liability of the","independent experts responsible for","drawing up the report referred to in","Articles 160i and 160m(2)(a), including in","respect of any misconduct on their part in","the performance of their duties."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"489","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Stanis\u0142aw O\u017c\u00f3g on behalf of the ECR Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-490","justification":" The proposed Am is interlinked with the proposed introduction of the statement of the\n management or administrative organ referred to in the proposed Article 86e para 3 and\n Article160g para 3. The fulfilment of the obligation should be guaranteed by way of\n provisions concerning penal liability for making false statements.","meps":[124897],"meta":{"created":"2019-07-03T06:12:24"},"new":["1. Member States shall lay down rules","governing at least the civil liability of the","independent experts responsible for","drawing up the report referred to in","Articles 160i and 160m(2)(a), including in","respect of any misconduct on their part in","the performance of their duties.","2. Member States shall lay down rules","governing the penal liability of members","of management or administrative organ of","company responsible for submitting a","false statement about the places of","business referred to in Article 86e","paragraph 3.","3. A member of the management or","administrative body does not bear the","responsibility referred to in paragraph 2","of this Article, when a change of places of","business activity results from economic","reasons that could not have been known","to the member of company's organ at the","time when the statement was submitted."],"old":["Member States shall lay down rules","governing at least the civil liability of the","independent experts responsible for","drawing up the report referred to in","Articles 160i and 160m(2)(a), including in","respect of any misconduct on their part in","the performance of their duties."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"490","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Andreas Schwab","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-491","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) No 2017/1132","Article 160 v"]],"meps":[28223],"meta":{"created":"2019-07-03T06:12:25"},"new":["Member States shall lay down rules","governing at least the civil liability,","towards the shareholders and creditors, of","the independent experts responsible for","drawing up the report referred to in","Articles 160i and 160m(2)(a), in respect of","any misconduct on their part in the","performance of their duties."],"old":["Member States shall lay down rules","governing at least the civil liability of the","independent experts responsible for","drawing up the report referred to in","Articles 160i and 160m(2)(a), including in","respect of any misconduct on their part in","the performance of their duties."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"491","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-492","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) No 2017/1132","Article 160 v \u2013 paragraph 1 a (new)"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:25"},"new":["However, if during the year following the","date on which the cross-border division","takes effect, new information on this","cross-border division are brought to the","attention of the competent authorities","alleging of genuine suspicion of fraud,","the competent authorities shall proceed to","a revised assessment of the facts of the","case and can take effective, proportionate","and dissuasive sanctions in cases of","artificial arrangements."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"492","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Martin Schirdewan","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-493","location":[["Proposal for a directive","Article 3 \u2013 paragraph 1"]],"meps":[190517],"meta":{"created":"2019-07-03T06:12:25"},"new":["1. The Commission shall, no later","than five years after [OP please insert the","date of the end of the transposition period","of this Directive] and subsequently every","five years, carry out an evaluation of this","Directive and present a Report on the","findings to the European Parliament, the","Council and the European Economic and","Social Committee accompanied, where","appropriate, by a legislative proposal. The","evaluation shall in particular examine","whether a positive impact has been","achieved regarding eliminating artificial","and/or harmful arrangements, and its","impact on workers\u2019 rights. The European","Commission shall consult the European","social partners. Member States shall","provide the Commission with the","information necessary for the preparation","of that report, in particular by providing","data on the number of cross-border","conversions, mergers and divisions, their","duration and related costs."],"old":["1. The Commission shall, no later","than five years after [OP please insert the","date of the end of the transposition period","of this Directive], carry out an evaluation","of this Directive and present a Report on","the findings to the European Parliament,","the Council and the European Economic","and Social Committee accompanied, where","appropriate, by a legislative proposal.","Member States shall provide the","Commission with the information","necessary for the preparation of that report,","in particular by providing data on the","number of cross-border conversions,","mergers and divisions, their duration and","related costs."],"orig_lang":"de","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"493","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":" Sven Giegold on behalf of the Verts/ALE Group","changes":{},"committee":["ECON"],"date":"2018-09-11T00:00:00","id":"PE627.755-494","location":[[" Proposal for a directive","Article 3 \u2013 paragraph 1"]],"meps":[96730],"meta":{"created":"2019-07-03T06:12:25"},"new":["1. The Commission shall, no later","than three years after [OP please insert the","date of the end of the transposition period","of this Directive], carry out an evaluation","of this Directive and present a Report on","the findings to the European Parliament,","the Council and the European Economic","and Social Committee accompanied, where","appropriate, by a legislative proposal.","Member States shall provide the","Commission with the information","necessary for the preparation of that report,","in particular by providing data on the","number of cross-border conversions,","mergers and divisions, their duration and","related costs. This evaluation should pay","particular attention to the impact of this","Directive in detecting and preventing","cases of cross-border conversions,","mergers or divisions representing","artificial arrangements."],"old":["1. The Commission shall, no later","than five years after [OP please insert the","date of the end of the transposition period","of this Directive], carry out an evaluation","of this Directive and present a Report on","the findings to the European Parliament,","the Council and the European Economic","and Social Committee accompanied, where","appropriate, by a legislative proposal.","Member States shall provide the","Commission with the information","","necessary for the preparation of that report,","in particular by providing data on the","number of cross-border conversions,","mergers and divisions, their duration and","related costs."],"orig_lang":"en","peid":"PE627.755v01-00","reference":"2018/0114(COD)","seq":"494","src":"http://www.europarl.europa.eu/doceo/document/ECON-AM-627755_EN.pdf"},{"authors":"Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-17","location":[["Proposal for a directive","Recital -1 (new)"]],"meps":[39724],"meta":{"created":"2019-07-03T06:16:57"},"new":["(-1) Companies play a crucial role in","promoting economic growth, creating jobs","and attracting investment in the European","Union. They help deliver greater","economic as well as social value for","society at large. To better achieve their","potential they should be able to take","advantage of the possibilities the Single","Market can offer them to develop and","grow across national borders. Directive","2005/56/EC of the European Parliament","and of the Council of 26 October 2005 on","cross-border mergers of limited liability","companies has had a profound impact on","the cross border merger activity between","Member States by providing a unified","general framework for mergers with","simplified procedures involving lower","costs and shorter times. These advantages","should be carried over to the field of","cross-border conversions and divisions,","too."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"17","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Jeroen Lenaers","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-18","location":[["Proposal for a directive","Recital 3"]],"meps":[95074],"meta":{"created":"2019-07-03T06:16:57"},"new":["(3) In the absence of harmonisation of","Union law, the definition of the connecting","factor that determines the national law","applicable to a company or firm falls, in","accordance with Article 54 of the TFEU,","within the competence of each Member","State to so define.","__________________","42","Judgment of the Court of Justice of 25","October 2017, Polbud \u2013 Wykonawstwo, C-","106/16, ECLI:EU:C:2017:804, paragraph","29."],"old":["(3) In the absence of harmonisation of","Union law, the definition of the connecting","factor that determines the national law","","applicable to a company or firm falls, in","accordance with Article 54 of the TFEU,","within the competence of each Member","State to so define. Article 54 of the TFEU","places the factor of the registered office,","the central administration and the","principal place of business of a company","or firm at the same degree of connection.","Therefore, as clarified in case-law42,","where the Member State of new","establishment, namely the destination","Member State, requires only the transfer","of the registered office as a connecting","factor for the existence of a company","under its national legislation, the fact that","only the registered office (and not the","central administration or principal place","of business) is transferred does not as","such exclude the applicability of the","freedom of establishment under Article 49","of the TFEU. The choice of the specific","form of company in cross-border mergers,","conversions and divisions or the choice of","a Member State of establishment are","inherent in the exercise of the freedom of","establishment guaranteed by the TFEU as","part of a Single Market.","__________________","42","Judgment of the Court of Justice of 25","October 2017, Polbud \u2013 Wykonawstwo, C-","106/16, ECLI:EU:C:2017:804, paragraph","29."],"orig_lang":"nl","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"18","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-19","location":[[" Proposal for a directive","Recital 4"]],"meps":[191695],"meta":{"created":"2019-07-03T06:16:57"},"new":["(4) These developments in the case-law","have opened up new opportunities for","companies and firms in the Single Market","in order to foster economic growth,","effective competition and productivity. At","the same time, in the absence of a level","playing field in the form of coherent","social and fiscal rules, these developments","went hand-in-hand with the proliferation","of letterbox companies and abusive","practices, constituting artificial","arrangements and circumventing fiscal","and social security obligations as well as","undercutting workers\u2019 rights. The","objective of a Single Market without","internal borders for companies must be","reconciled with other objectives of","European integration such as social","protection for all, the protection of","workers\u2019 rights, the protection of creditors","and the protection of shareholders, as well","as the fight against attacks on financial","interests of the EU via for example money","laundering and tax evasion. In the absence","of harmonised rules specifically regarding","cross-border conversions, Member States","have developed a number of multifarious","legal provisions and administrative","practices. As a result, whereas companies","are already able to merge cross-border,","they experience a number of legal and","practical difficulties when wishing to","perform a cross-border conversion.","Moreover, the national legislation of many","Member States provides for the procedure","of domestic conversions without offering","an equivalent procedure for converting","cross-border."],"old":["(4) These developments in the case-law","have opened up new opportunities for","companies and firms in the Single Market","","in order to foster economic growth,","effective competition and productivity. At","the same time, the objective of a Single","Market without internal borders for","companies must also be reconciled with","other objectives of European integration","such as social protection (in particular the","protection of workers), the protection of","creditors and the protection of","shareholders. Such objectives, in the","absence of harmonised rules specifically","regarding cross-border conversions, are","pursued by Member States through a","number of multifarious legal provisions","and administrative practices. As a result,","whereas companies are already able to","merge cross-border, they experience a","number of legal and practical difficulties","when wishing to perform a cross-border","conversion. Moreover, the national","legislation of many Member States","provides for the procedure of domestic","conversions without offering an equivalent","procedure for converting cross-border."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"19","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-20","location":[["Proposal for a directive","Recital 4"]],"meps":[125047],"meta":{"created":"2019-07-03T06:16:57"},"new":["(4) These developments in the case-law","have opened up new opportunities for","companies and firms in the Single Market.","At the same time, the objective of a Single","Market without internal borders for","companies must also be reconciled with","other objectives of European integration","such as the protection of creditors and the","protection of shareholders and especially","social protection (in particular the","protection of workers). Such objectives, in","the absence of harmonised rules","specifically regarding cross-border","conversions, are pursued by Member States","through a number of multifarious legal","provisions and administrative practices. As","a result, whereas companies are already","able to merge cross-border, they","experience a number of legal and practical","difficulties when wishing to perform a","cross-border conversion. Moreover, the","national legislation of many Member States","provides for the procedure of domestic","conversions without offering an equivalent","procedure for converting cross-border."],"old":["(4) These developments in the case-law","","have opened up new opportunities for","companies and firms in the Single Market","in order to foster economic growth,","effective competition and productivity. At","the same time, the objective of a Single","Market without internal borders for","companies must also be reconciled with","other objectives of European integration","such as social protection (in particular the","protection of workers), the protection of","creditors and the protection of","shareholders. Such objectives, in the","absence of harmonised rules specifically","regarding cross-border conversions, are","pursued by Member States through a","number of multifarious legal provisions","and administrative practices. As a result,","whereas companies are already able to","merge cross-border, they experience a","number of legal and practical difficulties","when wishing to perform a cross-border","conversion. Moreover, the national","legislation of many Member States","provides for the procedure of domestic","conversions without offering an equivalent","procedure for converting cross-border."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"20","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-21","location":[[" Proposal for a directive","Recital 6"]],"meps":[191695],"meta":{"created":"2019-07-03T06:16:57"},"new":["(6) It is appropriate therefore to","provide procedural and substantive rules on","cross-border conversions, which would","contribute to the abolition of restrictions on","freedom of establishment and provide at","the same time adequate protection for","stakeholders such as employees, creditors","and minority shareholders. Loopholes need","to be closed and opportunities for abuses","related to tax, social security and the","rights of different stakeholders, need to be","prevented. It is therefore key to reorient","the direction taken by the Court of Justice","and clarify that it should not be possible","for a company to move its registered office","without moving their head office in order","to carry out a substantial part of its","economic activity in the member state of","destination."],"old":["(6) It is appropriate therefore to","provide procedural and substantive rules on","cross-border conversions which would","contribute to the abolition of restrictions on","freedom of establishment and provide at","the same time adequate and proportionate","protection for stakeholders such as","employees, creditors and minority","shareholders.",""],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"21","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-22","location":[["Proposal for a directive","Recital 6"]],"meps":[125047],"meta":{"created":"2019-07-03T06:16:57"},"new":["(6) It is appropriate therefore to","provide procedural and substantive rules on","cross-border conversions which would","contribute to the abolition of restrictions on","freedom of establishment and provide at","the same time adequate and proportionate","protection for stakeholders such as","creditors and minority shareholders and, in","particular, employees."],"old":["(6) It is appropriate therefore to","provide procedural and substantive rules on","cross-border conversions which would","contribute to the abolition of restrictions on","freedom of establishment and provide at","the same time adequate and proportionate","protection for stakeholders such as","employees, creditors and minority","shareholders."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"22","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-23","location":[["Proposal for a directive","Recital 6 a (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:16:57"},"new":["(6a) It is necessary to clarify the","concepts of information and consultation","of employees with the objective of","reinforcing the effectiveness of dialogue","at transnational level, permitting suitable","linkage between the national and","transnational levels of dialogue and","ensuring the legal certainty required for","the application of this Directive."],"old":[""],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"23","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-24","location":[[" Proposal for a directive","Recital 6 a (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:16:57"},"new":["(6a) The concepts of information and","consultation of employees need to be","clarified with the objectives of reinforcing","the effectiveness of dialogue at","transnational level. The definition of","\"consultation\" should allow for the","expression of an opinion to be properly","used in the decision-making process."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"24","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-25","location":[[" Proposal for a directive","Recital 6 b (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:16:57"},"new":["(6b) The definition of consultation","needs to take account of the aim of","expressing an opinion which will be","useful to the decision-making process,","which implies that the consultation must","take place at such time, in such fashion","and with such content as are appropriate."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"25","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-26","location":[["Proposal for a directive","Recital 6 b (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:16:57"},"new":["(6b) This directive establishes","minimum requirements applicable","throughout the Member States while","allowing and encouraging Member States","to provide more favourable protection of","employees."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"26","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-27","location":[["Proposal for a directive","Recital 6 c (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:16:57"},"new":["(6c) One of the purpose of this directive","is to establish minimum requirements","applicable throughout the Member States","while not preventing Member States from","laying down provisions more favourable","to employees."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"27","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-28","location":[["Proposal for a directive","Recital 7"]],"meps":[134243],"meta":{"created":"2019-07-03T06:16:57"},"new":["The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create artificial arrangements","aimed at obtaining undue tax advantages or","at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. Any evaluation of whether","such artificial arrangements have been","created should be reasoned and objective.","In so far as it constitutes a derogation from","a fundamental freedom, the fight against","abuses must be interpreted strictly and be","based on an individual assessment of all","relevant circumstances. A procedural and","substantive framework which describes the","margin of discretion and allows for the","diversity of approach by Member States","whilst at the same time setting out the","requirements to streamline the actions to be","taken by national authorities to fight abuses","in conformity with Union law should be","laid down."],"old":["(7) The right to convert an existing (7)","company formed in a Member State into a","company governed by another Member","","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create artificial arrangements","aimed at obtaining undue tax advantages or","at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be interpreted","strictly and be based on an individual","assessment of all relevant circumstances. A","procedural and substantive framework","which describes the margin of discretion","and allows for the diversity of approach by","Member States whilst at the same time","setting out the requirements to streamline","the actions to be taken by national","authorities to fight abuses in conformity","with Union law should be laid down."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"28","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-29","location":[[" Proposal for a directive","Recital 7"]],"meps":[39724],"meta":{"created":"2019-07-03T06:16:58"},"new":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States,","after an examination of specific cases and","having regard to all relevant facts and","circumstances, are required to ensure that","companies do not use the cross-border","conversion through abuse of law or","fraudulent act. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be interpreted","strictly and be based on an individual","assessment of all relevant circumstances.","In its judgement on the Polbud1a case, the","European Court of Justice reconfirmed its","previous jurisprudence whereby the fact","that either the registered office or real","head office of a company was established","in accordance with the legislation of a","Member State for the purpose of enjoying","the benefit of more favourable legislation","does not, in itself, constitute abuse.","Therefore a procedural and substantive","framework which describes the margin of","discretion and allows for the diversity of","approach by Member States whilst at the","same time setting out the requirements to","streamline the actions to be taken by","national authorities to fight abuses in","conformity with Union law should be laid","down.","__________________","1a","Polbud \u2013 Wykonawstwo, Case C-","106/16, ECLI:EU:C:2017:804."],"old":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create artificial arrangements","aimed at obtaining undue tax advantages","or at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be interpreted","strictly and be based on an individual","assessment of all relevant circumstances. A","procedural and substantive framework","which describes the margin of discretion","and allows for the diversity of approach by","Member States whilst at the same time","setting out the requirements to streamline","the actions to be taken by national","authorities to fight abuses in conformity","with Union law should be laid down."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"29","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-30","location":[["Proposal for a directive","Recital 7"]],"meps":[125047],"meta":{"created":"2019-07-03T06:16:58"},"new":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create artificial arrangements","aimed at obtaining undue tax advantages or","at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. A procedural and substantive","framework which describes the margin of","discretion and allows for the diversity of","approach by Member States whilst at the","same time setting out the requirements to","streamline the actions to be taken by","national authorities to fight abuses in","conformity with Union law should be laid","down."],"old":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create artificial arrangements","aimed at obtaining undue tax advantages or","at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be","interpreted strictly and be based on an","individual assessment of all relevant","circumstances. A procedural and","substantive framework which describes the","margin of discretion and allows for the","diversity of approach by Member States","whilst at the same time setting out the","requirements to streamline the actions to be","taken by national authorities to fight abuses","in conformity with Union law should be","laid down."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"30","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-31","location":[[" Proposal for a directive","Recital 7"]],"meps":[191695],"meta":{"created":"2019-07-03T06:16:58"},"new":["(7) The right to merge, divide or","convert an existing company formed in a","Member State into a company governed by","another Member State should never be","used for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation, as this is","the case for example of letterbox","companies. In order to combat such","possible abuses, a general principle of","Union law, Member States are required to","ensure that companies do not use the cross-","border conversion, merger or division","procedure in order to create artificial","arrangements aimed, solely or partially, at","obtaining tax or social security advantages","or at prejudicing the legal or contractual","rights of employees, creditors or members.","The fight against abuses must be based on","an individual assessment of all relevant","circumstances. A common procedural and","substantive framework which sets out the","requirements to streamline the actions to be","taken by national authorities to fight abuses","in conformity with Union law should be","laid down, whilst describing, where strictly","necessary, the margin of discretion","allowed for Member States."],"old":["(7) The right to convert an existing","company formed in a Member State into a","","company governed by another Member","State may in certain circumstances be","used for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create artificial arrangements","aimed at obtaining undue tax advantages","or at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be","interpreted strictly and be based on an","individual assessment of all relevant","circumstances. A procedural and","substantive framework which describes the","margin of discretion and allows for the","diversity of approach by Member States","whilst at the same time setting out the","requirements to streamline the actions to be","taken by national authorities to fight abuses","in conformity with Union law should be","laid down."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"31","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-32","location":[["Proposal for a directive","Recital 7 a (new)"]],"meps":[190799,124847,125021,124855,124947],"meta":{"created":"2019-07-03T06:16:58"},"new":["(7a) The concept of establishment","within the meaning of the Treaty","provisions on freedom of establishment","involves the actual pursuit of an economic","activity through a fixed establishment in","the host Member State for an indefinite","period and it presupposes the pursuit of","genuine economic activity there. It is","therefore appropriate to ensure that the","company carrying out the cross-border","conversion or the merging companies, in","case of a cross-border merger, are","required to demonstrate on the basis of","ascertainable objective factors, to have a","fixed establishment and to pursuit","genuine and substantial economic activity","in the destination Member State for an","indefinite period. In order to combat","abuses and to avoid the use of cross-","border company restructuring processes","to create artificial arrangements, it is also","necessary to ensure that the companies","resulting from cross-border conversions","or cross-border mergers have their head","office in the destination Member State."],"old":[""],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"32","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-33","location":[[" Proposal for a directive","Recital 9"]],"meps":[191695],"meta":{"created":"2019-07-03T06:16:58"},"new":["(9) Given the complexity of cross-","border conversions and the multitude of the","interests concerned, it is appropriate to","provide for an ex-ante control in order to","create legal certainty. To that effect, a","structured and multi-layered procedure","should be set out whereby the competent","authorities of both the departure and the","destination Member State ensure that a","decision on the approval of a cross-border","conversion is taken in a fair, objective and","non-discriminatory manner on the basis of","all relevant elements and by taking into","account all legitimate public interests, in","particular, the protection of employees,","members and creditors. Member States","should also perform an ex-post","verification in cases where new","information has become available only","after the finalisation of the procedure to","check the legitimate character of the","conversion and take appropriate action in","case of irregularities."],"old":["(9) Given the complexity of cross-","border conversions and the multitude of the","interests concerned, it is appropriate to","provide for an ex-ante control in order to","create legal certainty. To that effect, a","structured and multi-layered procedure","should be set out whereby the competent","authorities of both the departure and the","destination Member State ensure that a","decision on the approval of a cross-border","conversion is taken in a fair, objective and","non-discriminatory manner on the basis of","all relevant elements and by taking into","account all legitimate public interests, in","particular, the protection of employees,","members and creditors.",""],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"33","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Jeroen Lenaers","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-34","location":[["Proposal for a directive","Recital 9"]],"meps":[95074],"meta":{"created":"2019-07-03T06:16:58"},"new":["(9) Given the complexity of cross-","border conversions and the multitude of the","interests concerned, it is appropriate to","provide for an ex-ante and ex-post control","in order to create legal certainty. To that","effect, a structured and multi-layered","procedure should be set out whereby the","competent authorities of both the departure","and the destination Member State ensure","that a decision on the approval of a cross-","border conversion is taken in a fair,","objective and non-discriminatory manner","on the basis of all relevant elements and by","taking into account all legitimate public","interests, in particular, the protection of","employees, members and creditors."],"old":["(9) Given the complexity of cross-","border conversions and the multitude of the","interests concerned, it is appropriate to","provide for an ex-ante control in order to","create legal certainty. To that effect, a","structured and multi-layered procedure","should be set out whereby the competent","authorities of both the departure and the","destination Member State ensure that a","decision on the approval of a cross-border","conversion is taken in a fair, objective and","non-discriminatory manner on the basis of","all relevant elements and by taking into","account all legitimate public interests, in","particular, the protection of employees,","members and creditors."],"orig_lang":"nl","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"34","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-35","location":[["Proposal for a directive","Recital 10"]],"meps":[191695],"meta":{"created":"2019-07-03T06:16:58"},"new":["(10) To allow all stakeholders'","legitimate interests to be taken into account","in the procedure governing a cross-border","conversion, the company should disclose","the draft terms of the cross-border","conversion containing the information","about the proposed cross-border","conversion, including the envisaged new","company form, the instrument of","constitution and the proposed timetable for","the conversion. Members, creditors and","employees of the company carrying out the","cross-border conversion should be notified","and be given this information in due time","in order that they can submit comments","with regard to the proposed conversion."],"old":["(10) To allow all stakeholders'","legitimate interests to be taken into account","","in the procedure governing a cross-border","conversion, the company should disclose","the draft terms of the cross-border","conversion containing the most important","information about the proposed cross-","border conversion, including the envisaged","new company form, the instrument of","constitution and the proposed timetable for","the conversion. Members, creditors and","employees of the company carrying out the","cross-border conversion should be notified","in order that they can submit comments","with regard to the proposed conversion."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"35","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-36","location":[[" Proposal for a directive","Recital 11"]],"meps":[134243],"meta":{"created":"2019-07-03T06:16:58"},"new":["(11) In order to provide information to","its members and the representatives of","employees, the company carrying out the","cross-border conversion should prepare a","report in full respect of the autonomy of","the social partners. With regard to the","interests of members and especially","minority shareholders, the report should","explain and substantiate the legal and","economic aspects of the proposed cross-","border conversion, in particular the","implications of the cross-border conversion","for members with regard to the future","business of the company and the","management organ's strategic plan. It","should also include potential remedies","available to members, where they do not","agree with the decision to carry out a cross-","border conversion. This report should also","be made available to the employees of the","company carrying our cross-border","conversion."],"old":["(11) In order to provide information to","its members, the company carrying out the","cross-border conversion should prepare a","report. The report should explain and","substantiate the legal and economic aspects","of the proposed cross-border conversion, in","particular the implications of the cross-","border conversion for members with regard","to the future business of the company and","the management organ's strategic plan. It","should also include potential remedies","available to members, where they do not","agree with the decision to carry out a cross-","border conversion. This report should also","be made available to the employees of the","company carrying our cross-border","conversion.","",""],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"36","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-37","location":[["Proposal for a directive","Recital 11"]],"meps":[125047],"meta":{"created":"2019-07-03T06:16:58"},"new":["(11) In order to provide information to","its members, the company carrying out the","cross-border conversion should prepare a","report. The report should explain and","substantiate the legal and economic aspects","of the proposed cross-border conversion, in","particular the implications of the cross-","border conversion for members with regard","to the future business of the company and","the management organ's strategic plan. It","should also include potential remedies","available to members, where they do not","agree with the decision to carry out a cross-","border conversion. This report should also","be made available to the employees of the","company carrying our cross-border","conversion and trade union","representatives."],"old":["(11) In order to provide information to","its members, the company carrying out the","cross-border conversion should prepare a","report. The report should explain and","substantiate the legal and economic aspects","of the proposed cross-border conversion, in","particular the implications of the cross-","border conversion for members with regard","to the future business of the company and","the management organ's strategic plan. It","should also include potential remedies","available to members, where they do not","agree with the decision to carry out a cross-","border conversion. This report should also","be made available to the employees of the","company carrying our cross-border","conversion."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"37","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-38","location":[["Proposal for a directive","Recital 12"]],"meps":[190799,124847,125021,124855,124947],"meta":{"created":"2019-07-03T06:16:58"},"new":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should prepare","a report explaining the implications of the","proposed cross-border conversion for","employees, information on the procedures","by which arrangements for the","involvement of employees in the definition","of their rights to participation in the","converted company are determined and","on the possible options for such","arrangements. The report should explain","in particular the implications of the","proposed cross-border conversion on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the employment relationships","and in the application of collective","agreements as well as the locations of the","companies\u2019 central administration or","places of business-places of business and","how each of these factors would relate to","any subsidiaries of the company. The","provision of the report should be delivered","in a timely manner and in such a way as","to allow the employees to meet with","company representatives, to formulate","their opinion and to seek external expert","advice without prejudice to the applicable","information and consultation proceedings","instituted at national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive 2009/38/EC of the","European Parliament and of the Council44.","__________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"old":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should prepare","a report explaining the implications of the","","proposed cross-border conversion for","employees. The report should explain in","particular the implications of the proposed","cross-border conversion on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the employment relationships","and the locations of the companies\u2019 places","of business and how each of these factors","would relate to any subsidiaries of the","company. This requirement should not","however apply where the only employees","of the company are in its administrative","organ. The provision of the report should","be without prejudice to the applicable","information and consultation proceedings","instituted at national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive 2009/38/EC of the","European Parliament and of the Council44 .","__________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"38","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-39","location":[["Proposal for a directive","Recital 12"]],"meps":[191695],"meta":{"created":"2019-07-03T06:16:59"},"new":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should prepare","a report explaining the implications of the","proposed cross-border conversion for","employees. The report should explain in","particular the implications of the proposed","cross-border conversion on the","safeguarding of the jobs of the employees,","information on the procedures by which","arrangements for the involvement of","employees in the definition of their rights","to participation in the converted company","are determined and on the possible","options for such arrangements, whether","there would be any material change in the","employment relationships and the locations","of the companies\u2019 places of business and","how each of these factors would relate to","any subsidiaries of the company. The","provision of the report should be without","prejudice to the applicable information and","consultation proceedings instituted at","national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive 2009/38/EC of the","European Parliament and of the Council44 .","__________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"old":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should prepare","a report explaining the implications of the","proposed cross-border conversion for","employees. The report should explain in","particular the implications of the proposed","cross-border conversion on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the employment relationships","and the locations of the companies\u2019 places","of business and how each of these factors","would relate to any subsidiaries of the","company. This requirement should not","however apply where the only employees","of the company are in its administrative","organ. The provision of the report should","be without prejudice to the applicable","information and consultation proceedings","instituted at national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive 2009/38/EC of the","European Parliament and of the Council44 .","__________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"39","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-40","location":[[" Proposal for a directive","Recital 12"]],"meps":[134243],"meta":{"created":"2019-07-03T06:16:59"},"new":["(12) In order to provide information to","its employees, this report should also","explain the implications of the proposed","cross-border conversion for the","representatives of the employees. It should","explain in particular the implications of the","proposed cross-border conversion on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the employment relationships","and the locations of the companies\u2019 places","of business and how each of these factors","would relate to any subsidiaries of the","company. The requirement for certain","specific information should not however","apply where the only employees of the","company are in its administrative organ.","The provision of the report should be","without prejudice to the applicable","information and consultation proceedings","instituted at national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive 2009/38/EC of the","European Parliament and of the Council44 .","__________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"old":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should","prepare a report explaining the","implications of the proposed cross-border","conversion for employees. The report","should explain in particular the","implications of the proposed cross-border","conversion on the safeguarding of the jobs","of the employees, whether there would be","any material change in the employment","relationships and the locations of the","companies\u2019 places of business and how","each of these factors would relate to any","subsidiaries of the company. This","requirement should not however apply","where the only employees of the company","are in its administrative organ. The","provision of the report should be without","prejudice to the applicable information and","consultation proceedings instituted at","national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive 2009/38/EC of the","European Parliament and of the Council44 .","__________________","","","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"40","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-41","location":[["Proposal for a directive","Recital 12"]],"meps":[125047],"meta":{"created":"2019-07-03T06:16:59"},"new":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should prepare","a report explaining the implications of the","proposed cross-border conversion for","employees. The report should explain in","particular the implications of the proposed","cross-border conversion on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the employment relationships,","on the application of collective","agreements and the locations of the","companies\u2019 places of business and how","each of these factors would relate to any","subsidiaries of the company. This","requirement should not however apply","where the only employees of the company","are in its administrative organ. The","provision of the report should be without","prejudice to the applicable information and","consultation proceedings instituted at","national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive 2009/38/EC of the","European Parliament and of the Council44 .","__________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"old":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should prepare","a report explaining the implications of the","proposed cross-border conversion for","employees. The report should explain in","particular the implications of the proposed","cross-border conversion on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the employment relationships","and the locations of the companies\u2019 places","of business and how each of these factors","would relate to any subsidiaries of the","company. This requirement should not","however apply where the only employees","of the company are in its administrative","organ. The provision of the report should","be without prejudice to the applicable","information and consultation proceedings","","","instituted at national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive 2009/38/EC of the","European Parliament and of the Council44 .","__________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"41","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-42","location":[[" Proposal for a directive","Recital 12"]],"meps":[39724],"meta":{"created":"2019-07-03T06:16:59"},"new":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should prepare","a report explaining the implications of the","proposed cross-border conversion for","employees. In order to avoid duplications,","companies may decide to combine this","report with the report addressed to the","members. The report should explain in","particular the implications of the proposed","cross-border conversion on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the employment relationships","and the locations of the companies\u2019 places","of business and how each of these factors","would relate to any subsidiaries of the","company. This requirement should not","however apply where the only employees","of the company are in its administrative","organ. The provision of the report should","be without prejudice to the applicable","information and consultation proceedings","instituted at national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive 2009/38/EC of the","European Parliament and of the Council44","while not causing any duplication of","reporting requirements.","__________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"old":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should prepare","a report explaining the implications of the","proposed cross-border conversion for","employees. The report should explain in","particular the implications of the proposed","cross-border conversion on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the employment relationships","and the locations of the companies\u2019 places","","of business and how each of these factors","would relate to any subsidiaries of the","company. This requirement should not","however apply where the only employees","of the company are in its administrative","organ. The provision of the report should","be without prejudice to the applicable","information and consultation proceedings","instituted at national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive 2009/38/EC of the","European Parliament and of the Council44 .","__________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"42","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-43","location":[["Proposal for a directive","Recital 12 a (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:16:59"},"new":["(12a) The freedom of establishment and","the development of the internal market","are no stand-alone principles or objectives","of the EU. They should always be","balanced with, in particular in the context","of this Directive, the Union\u2019s principles","and objectives regarding social progress,","the promotion of a high level of","employment and the guarantee of","adequate social protection, embedded in","Article 3 of the Treaty on the European","Union and Article 9 of the TFEU. It is","therefore clear that the development of","the internal market should contribute to","social cohesion and upward social","convergence, and should not fuel","competition between social systems,","putting pressure on those systems to lower","their standards."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"43","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-44","location":[[" Proposal for a directive","Recital 12 b (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:16:59"},"new":["(12b) EU policy should also contribute","to the promotion and reinforcement of","social dialogue, in line with Article 151","TFEU. It is therefore also the objective of","this Directive to secure employees\u2019","information, consultation and","participation rights and to ensure that any","cross-border mobility of companies can","never lead to the lowering of these rights.","Ensuring information, consultation and","participation of employees is essential for","all such actions to succeed."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"44","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-45","location":[["Proposal for a directive","Recital 12 c (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:16:59"},"new":["(12c) The freedom of establishment","should also in no way undermine the","principles regarding the countering fraud","and any other illegal activities affecting","the financial interests of the Union","included in Article 310 of the TFEU."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"45","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-46","location":[["Proposal for a directive","Recital 14"]],"meps":[125047],"meta":{"created":"2019-07-03T06:16:59"},"new":["deleted"],"old":["(14) With a view to avoiding","disproportionate costs and burdens for","smaller companies carrying out the cross-","border conversion, micro and small","enterprises, as defined in the Commission","Recommendation 2003/361/EC45 , should","be exempted from the requirement to","produce an independent expert report.","However, these companies can resort to","an independent expert report to prevent","litigation costs with creditors.","__________________","45","Commission Recommendation","2003/361/EC of 6 May 2003 concerning","the definition of micro, small and","medium-sized enterprises (OJ L 124,","20.5.2003, p. 36)."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"46","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-47","location":[[" Proposal for a directive","Recital 15"]],"meps":[125047],"meta":{"created":"2019-07-03T06:16:59"},"new":["(15) On the basis of the draft terms of","conversion and the reports, the general","meeting of the members of the company","should decide on whether or not to approve","those draft terms. It is important that the","majority requirement for such a vote","should be sufficiently high in order to","ensure that the decision to convert is a","collective one."],"old":["(15) On the basis of the draft terms of","conversion and the reports, the general","meeting of the members of the company","should decide on whether or not to approve","those draft terms. It is important that the","majority requirement for such a vote","should be sufficiently high in order to","ensure that the decision to convert is a","collective one. In addition, members","should also have the right to vote on any","arrangements concerning employee","participation, if they have reserved that","right during the general meeting."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"47","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-48","location":[[" Proposal for a directive","Recital 15"]],"meps":[191695],"meta":{"created":"2019-07-03T06:16:59"},"new":["(15) On the basis of the draft terms of","conversion and the reports, the general","meeting of the members of the company","should decide on whether or not to approve","those draft terms. It is important that the","majority requirement for such a vote","should be sufficiently high in order to","ensure that the decision to convert is a","collective one."],"old":["(15) On the basis of the draft terms of","conversion and the reports, the general","meeting of the members of the company","should decide on whether or not to approve","those draft terms. It is important that the","majority requirement for such a vote","should be sufficiently high in order to","ensure that the decision to convert is a","collective one. In addition, members","should also have the right to vote on any","arrangements concerning employee","participation, if they have reserved that","right during the general meeting."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"48","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-226","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 2"]],"meps":[191695],"meta":{"created":"2019-07-03T06:16:58"},"new":["deleted","provide for at least the same level","provide for employees of"],"old":["2. However, the rules in force","concerning employee participation, if any,","in the destination Member State shall not","apply, where the company carrying out","the conversion has, in the six months","prior to the publication of the draft terms","of the cross-border conversion as referred","to in Article 86d of this Directive, an","average number of employees equivalent","to four fifths of the applicable threshold,","laid down in the law of the departure","Member State, which triggers the","participation of employees within the","meaning of point (k) of Article 2 of","Directive 2001/86/EC, or where the","national law of the destination Member","State does not:","(a)","of employee participation as operated in","the company prior to the conversion,","measured by reference to the proportion","of employee representatives amongst the","members of the administrative or","supervisory organ or their committees or","of the management group which covers","the profit units of the company, subject to","employee representation; or","(b)","establishments of the company resulting","from the conversion that are situated in","other Member States the same entitlement","to exercise participation rights as is","enjoyed by those employees employed in","the destination Member State."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"226","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-49","location":[["Proposal for a directive","Recital 19"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:16:59"},"new":["(19) It is a fundamental principle and","stated aim of this Directive to secure","employees' involvement -rights. In order to","reflect the cross-border nature of a","companies' conversion, merger or division,","national information and consultation","rights must be secured. Therefore, in the","company resulting from the cross-border","conversion and merger at least the same","level of all elements of employee","involvement rights should continue to","apply."],"old":["(19) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border conversion,","where the company carrying out the cross-","border conversion is operating under an","employee participation system in the","departure Member State, the company","should be obliged to take a legal form","allowing for the exercise of such","participation, including through the","presence of representatives of the","employees in the appropriate management","or supervisory organ of the company in","the destination Member State. Moreover,","in such a case, a bona fide negotiation","between the company and its employees","should take place, along the lines of the","procedure provided for in Directive","2001/86/EC, with a view to finding an","amicable solution reconciling the right of","the company to carry out a cross-border","conversion with the employees' rights of","participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an","agreement, the application of standard","rules as set out in the Annex to Directive","2001/86/EC should apply, mutatis","mutandis. In order to protect either the","agreed solution or the application of those","standard rules, the company should not be","able to remove the participation rights","through carrying out subsequent domestic","or cross-border conversion, merger or","division within three years."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"49","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-227","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 2"]],"meps":[124837],"meta":{"created":"2019-07-03T06:16:58"},"new":["deleted","provide for at least the same level","provide for employees of"],"old":["2. However, the rules in force","concerning employee participation, if any,","in the destination Member State shall not","apply, where the company carrying out","the conversion has, in the six months","prior to the publication of the draft terms","of the cross-border conversion as referred","to in Article 86d of this Directive, an","average number of employees equivalent","to four fifths of the applicable threshold,","laid down in the law of the departure","Member State, which triggers the","participation of employees within the","meaning of point (k) of Article 2 of","Directive 2001/86/EC, or where the","national law of the destination Member","State does not:","(a)","of employee participation as operated in","the company prior to the conversion,","measured by reference to the proportion","of employee representatives amongst the","members of the administrative or","supervisory organ or their committees or","of the management group which covers","the profit units of the company, subject to","employee representation; or","(b)","establishments of the company resulting","from the conversion that are situated in","other Member States the same entitlement","to exercise participation rights as is","enjoyed by those employees employed in","the destination Member State."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"227","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-50","location":[[" Proposal for a directive","Recital 19"]],"meps":[125047],"meta":{"created":"2019-07-03T06:16:59"},"new":["(19) It is a fundamental principle and","stated aim of this Directive to secure","employees' participation rights.","Therefore, in the company resulting from","the cross border conversion, at least the","same level of all elements of employee","participation rights should continue to","apply. In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border conversion,","where the company carrying out the cross-","border conversion is operating under an","employee participation system in the","departure Member State, the company","should be obliged to take a legal form","allowing for the exercise of such","participation, including through the","presence of representatives of the","employees in the appropriate management","or supervisory organ of the company in the","destination Member State. Moreover, in","such a case, a bona fide negotiation","between the company and its employees","should take place, along the lines of the","procedure provided for in Directive","2001/86/EC, with a view to ensure the","employees' rights of participation. As a","result of those negotiations, either a","bespoke and agreed solution or, in the","absence of an agreement, the application of","standard rules as set out in the Annex to","Directive 2001/86/EC should apply,","mutatis mutandis. In order to protect either","the agreed solution or the application of","those standard rules, the company should","not be able to remove the participation","rights through carrying out subsequent","domestic or cross-border conversion,","merger or division within three years."],"old":["(19) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border conversion,","where the company carrying out the cross-","border conversion is operating under an","employee participation system in the","departure Member State, the company","should be obliged to take a legal form","allowing for the exercise of such","participation, including through the","presence of representatives of the","employees in the appropriate management","or supervisory organ of the company in the","destination Member State. Moreover, in","such a case, a bona fide negotiation","between the company and its employees","should take place, along the lines of the","procedure provided for in Directive","2001/86/EC, with a view to finding an","amicable solution reconciling the right of","the company to carry out a cross-border","conversion with the employees' rights of","participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","in the Annex to Directive 2001/86/EC","should apply, mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","participation rights through carrying out","subsequent domestic or cross-border","conversion, merger or division within three","years.",""],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"50","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-228","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 2 \u2013 introductory part"]],"meps":[39724],"meta":{"created":"2019-07-03T06:16:58"},"new":["2. However, the rules in force","concerning employee participation, if any,","in the destination Member State shall not","apply, where the company carrying out the","conversion has, in the six months prior to","the publication of the draft terms of the","cross-border conversion as referred to in","Article 86d of this Directive, an average","number of employees exceeds 500, or","where the national law of the destination","Member State does not:"],"old":["2. However, the rules in force","concerning employee participation, if any,","in the destination Member State shall not","apply, where the company carrying out the","conversion has, in the six months prior to","the publication of the draft terms of the","cross-border conversion as referred to in","Article 86d of this Directive, an average","number of employees equivalent to four","fifths of the applicable threshold, laid","down in the law of the departure Member","State, which triggers the participation of","employees within the meaning of point (k)","of Article 2 of Directive 2001/86/EC, or","where the national law of the destination","Member State does not:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"228","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-51","location":[["Proposal for a directive","Recital 19"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:00"},"new":["(19) In order to ensure that employee","participation is not prejudiced as a result of","the cross-border conversion, where the","company carrying out the cross-border","conversion is operating under an employee","participation system in the departure","Member State, the company should be","obliged to take a legal form allowing for","the exercise of such participation,","including through the presence of","representatives of the employees in the","appropriate management or supervisory","organ of the company in the destination","Member State. Moreover, in such a case, a","bona fide negotiation between the company","and its employees should take place, along","the lines of the procedure provided for in","Directive 2001/86/EC, with a view to","finding an amicable solution to ensure the","employees' rights of information,","consultation and participation. The","agreement should ensure that at least the","same level of all elements of employee","involvement as applicable in the company","before the conversion, continues to apply.","As a result of those negotiations, either a","bespoke and agreed solution or, in the","absence of an agreement, the application of","standard rules should apply, mutatis","mutandis. In order to protect either the","agreed solution or the application of those","standard rules, the company should not be","able to remove the information,","consultation and participation rights","through carrying out subsequent domestic","or cross-border conversion, merger or","division within ten years."],"old":["(19) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border conversion,","where the company carrying out the cross-","border conversion is operating under an","employee participation system in the","departure Member State, the company","should be obliged to take a legal form","allowing for the exercise of such","participation, including through the","presence of representatives of the","employees in the appropriate management","or supervisory organ of the company in the","destination Member State. Moreover, in","such a case, a bona fide negotiation","between the company and its employees","should take place, along the lines of the","procedure provided for in Directive","2001/86/EC, with a view to finding an","amicable solution reconciling the right of","the company to carry out a cross-border","conversion with the employees' rights of","participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","in the Annex to Directive 2001/86/EC","should apply, mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","participation rights through carrying out","subsequent domestic or cross-border","conversion, merger or division within three","","years."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"51","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-229","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 2 \u2013 introductory part"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:16:58"},"new":["2. However, the rules in force","concerning employee participation, if any,","in the destination Member State shall not","apply, where the company carrying out the","conversion has, in the six months prior to","the publication of the draft terms of the","cross-border conversion as referred to in","Article 86d of this Directive, an average","number of employees equivalent to two","thirds of the applicable threshold, laid","down in the law of the departure Member","State, which triggers the participation of","employees within the meaning of point (k)","of Article 2 of Directive 2001/86/EC, or","where the national law of the destination","Member State does not:"],"old":["2. However, the rules in force","concerning employee participation, if any,","in the destination Member State shall not","","apply, where the company carrying out the","conversion has, in the six months prior to","the publication of the draft terms of the","cross-border conversion as referred to in","Article 86d of this Directive, an average","number of employees equivalent to four","fifths of the applicable threshold, laid","down in the law of the departure Member","State, which triggers the participation of","employees within the meaning of point (k)","of Article 2 of Directive 2001/86/EC, or","where the national law of the destination","Member State does not:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"229","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-52","location":[[" Proposal for a directive","Recital 19"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:00"},"new":["(19) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border conversion,","where the company carrying out the cross-","border conversion is operating under an","employee participation system in the","departure Member State, the company","should be obliged to take a legal form","allowing for the exercise of such","participation, including through the","presence of representatives of the","employees in the appropriate management","or supervisory organ of the company in the","destination Member State. Moreover, in","such a case, a bona fide negotiation","between the company and its employees","should take place, along the lines of the","procedure provided for in Directive","2001/86/EC, with a view to finding an","amicable solution reconciling the right of","the company to carry out a cross-border","conversion with the employees' rights of","participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","in the Annex to Directive 2001/86/EC","should apply, mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","participation rights through carrying out","subsequent domestic or cross-border","conversion, merger or division within two","years."],"old":["(19) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border conversion,","where the company carrying out the cross-","border conversion is operating under an","employee participation system in the","departure Member State, the company","should be obliged to take a legal form","allowing for the exercise of such","participation, including through the","presence of representatives of the","employees in the appropriate management","or supervisory organ of the company in the","destination Member State. Moreover, in","such a case, a bona fide negotiation","between the company and its employees","should take place, along the lines of the","procedure provided for in Directive","2001/86/EC, with a view to finding an","amicable solution reconciling the right of","the company to carry out a cross-border","conversion with the employees' rights of","participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","in the Annex to Directive 2001/86/EC","should apply, mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","participation rights through carrying out","subsequent domestic or cross-border","","conversion, merger or division within three","years."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"52","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-230","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 2 \u2013 introductory part"]],"meps":[125047],"meta":{"created":"2019-07-03T06:16:58"},"new":["2. However, the rules in force","concerning employee participation, if any,","in the destination Member State shall not","apply, where the company carrying out the","conversion has, in the six months prior to","the publication of the draft terms of the","cross-border conversion as referred to in","Article 86d of this Directive, an average","number of employees equivalent to four","fifths of the applicable threshold, laid down","in the law of the departure Member State,","which triggers the participation of","employees within the meaning of Article","86b (7), or where the national law of the","destination Member State does not:"],"old":["2. However, the rules in force","concerning employee participation, if any,","in the destination Member State shall not","apply, where the company carrying out the","conversion has, in the six months prior to","the publication of the draft terms of the","cross-border conversion as referred to in","Article 86d of this Directive, an average","number of employees equivalent to four","fifths of the applicable threshold, laid down","in the law of the departure Member State,","which triggers the participation of","employees within the meaning of point (k)","of Article 2 of Directive 2001/86/EC, or","where the national law of the destination","Member State does not:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"230","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-53","location":[["Proposal for a directive","Recital 19 a (new)"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:00"},"new":["(19a) The great diversity of rules and","practices existing in the Member States as","regards the manner in which employees'","representatives are involved in decision-","making within companies should be","respected and acknowledged."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"53","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-231","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 2 \u2013 introductory part"]],"meps":[134243],"meta":{"created":"2019-07-03T06:16:58"},"new":["2. However, the rules in force","concerning employee participation, if any,","in the destination Member State shall not","apply, where the company carrying out the","conversion has, in the six months prior to","the publication of the draft terms of the","cross-border conversion as referred to in","Article 86d of this Directive, an average","number of employees equivalent to the","applicable threshold, laid down in the law","of the departure Member State, which","triggers the participation of employees","within the meaning of point (k) of Article 2","of Directive 2001/86/EC, or where the","national law of the destination Member","State does not:"],"old":["2. However, the rules in force","concerning employee participation, if any,","in the destination Member State shall not","apply, where the company carrying out the","conversion has, in the six months prior to","the publication of the draft terms of the","cross-border conversion as referred to in","Article 86d of this Directive, an average","number of employees equivalent to four","fifths of the applicable threshold, laid","down in the law of the departure Member","State, which triggers the participation of","employees within the meaning of point (k)","of Article 2 of Directive 2001/86/EC, or","where the national law of the destination","Member State does not:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"231","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-54","location":[["Proposal for a directive","Recital 19 b (new)"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:00"},"new":["(19b) Information and consultation","procedures at national and transnational","level should nevertheless be ensured in all","companies resulting from the cross-","border conversion or merger."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"54","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-232","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 2 \u2013 point a"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:16:58"},"new":["(a) provide for at least the same level","and elements of employee participation as","operated in the company prior to the","conversion, measured by reference to the","proportion of employee representatives","amongst the members of the administrative","or supervisory organ or their committees or","of the management group which covers the","profit units of the company, subject to","employee representation; or"],"old":["(a) provide for at least the same level","of employee participation as operated in","the company prior to the conversion,","measured by reference to the proportion of","employee representatives amongst the","members of the administrative or","supervisory organ or their committees or of","","the management group which covers the","profit units of the company, subject to","employee representation; or"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"232","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-233","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 3 \u2013 introductory part"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:16:58"},"new":["3. The information, consultation and","participation of employees in the","converted company and their involvement","in the definition of such rights and in the","cases referred to in paragraph 2 of this","Article, the participation of employees in","the converted company and their","involvement in the definition of such rights","shall be regulated by the Member States,","mutatis mutandis and subject to paragraphs","4 to 7 of this Article, in accordance with","the principles and procedures laid down in","Article 12(2), (3) and (4) of Regulation","(EC) No 2157/2001 and the following","provisions of Directive 2001/86/EC:"],"old":["3. In the cases referred to in paragraph","2 of this Article, the participation of","employees in the converted company and","their involvement in the definition of such","rights shall be regulated by the Member","States, mutatis mutandis and subject to","paragraphs 4 to 7 of this Article, in","accordance with the principles and","procedures laid down in Article 12(2), (3)","and (4) of Regulation (EC) No 2157/2001","and the following provisions of Directive","2001/86/EC:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"233","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-55","location":[[" Proposal for a directive","Recital 19 c (new)"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:00"},"new":["(19c) In order to ensure that employee","participation is not prejudiced as a result","of the cross-border conversion, where the","company carrying out the cross-border","conversion is operating under an","employee participation system in the","departure Member State, the company","should be obliged to take a legal form","allowing for the continued exercise of","such participation, including through the","presence of representatives of the","employees in the appropriate management","or supervisory organ of the company in","the destination Member State. Moreover,","in such a case, a bona fide negotiation","between the company and its employees","should take place, along the lines of the","procedure provided for in Directive","2001/86/EC, with a view to secure","employees\u2019 national and transnational","information and consultation as well as","participation rights As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an","agreement, the application of standard","rules as set out in the Annex to Directive","2001/86/EC should apply, mutatis","mutandis. A company should inform its","workforce about the results of those","negotiations or the application of","standard rules as set out in the Annex to","Directive 2001/86/EC. In order to protect","either the agreed solution or the","application of those standard rules, the","company should not be able to remove or","lower the participation rights through","carrying out subsequent domestic or","cross-border conversion, merger or","division within 10 years."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"55","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-56","location":[["Proposal for a directive","Recital 20"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:00"},"new":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives."],"old":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives when the average number","of employees employed by that company is","equivalent to four fifths of the national","threshold for triggering such employee","participation."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"56","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-234","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 3 \u2013 introductory part"]],"meps":[125047],"meta":{"created":"2019-07-03T06:16:58"},"new":["3. The information, consultation and","participation of employees in the","converted company and their involvement","in the definition of such rights and in the","cases referred to in paragraph 2 of this","Article, the participation of employees in","the converted company and their","involvement in the definition of such rights","shall be regulated by the Member States,","mutatis mutandis and subject to paragraphs","4 to 7 of this Article, in accordance with","the principles and procedures laid down in","Article 12(2), (3) and (4) of Regulation","(EC) No 2157/2001 and the following","provisions of Directive 2001/86/EC:"],"old":["3. In the cases referred to in paragraph","2 of this Article, the participation of","employees in the converted company and","their involvement in the definition of such","rights shall be regulated by the Member","States, mutatis mutandis and subject to","paragraphs 4 to 7 of this Article, in","accordance with the principles and","procedures laid down in Article 12(2), (3)","and (4) of Regulation (EC) No 2157/2001","and the following provisions of Directive","2001/86/EC:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"234","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-235","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 3 \u2013 introductory part"]],"meps":[191695],"meta":{"created":"2019-07-03T06:16:59"},"new":["3. The information, consultation and","participation of employees in the converted","company and their involvement in the","definition of such rights shall be the object","of an agreement between the employees","and the management and shall be","regulated by the Member States, mutatis","mutandis and subject to paragraphs 4 to 7","of this Article, in accordance with the","principles and procedures laid down in","Article 12(2) and (4) of Regulation(EC) No","2157/2001and the following provisions of","Directive 2001/86/EC:"],"old":["3. In the cases referred to in","paragraph 2 of this Article, the","participation of employees in the converted","company and their involvement in the","definition of such rights shall be regulated","by the Member States, mutatis mutandis","and subject to paragraphs 4 to 7 of this","Article, in accordance with the principles","and procedures laid down in Article 12(2),","(3) and (4) of Regulation (EC) No","2157/2001 and the following provisions of","Directive 2001/86/EC:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"235","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-57","location":[["Proposal for a directive","Recital 20"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:00"},"new":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives."],"old":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives when the average number","of employees employed by that company is","equivalent to four fifths of the national","","threshold for triggering such employee","participation."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"57","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-236","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 3 \u2013 introductory part"]],"meps":[124837],"meta":{"created":"2019-07-03T06:16:59"},"new":["3. The information, consultation and","participation of employees in the converted","company and their involvement in the","definition of such rights shall be the object","of an agreement between the employees","and the management and shall be","regulated by the Member States, mutatis","mutandis and subject to paragraphs 4 to 7","of this Article, in accordance with the","principles and procedures laid down in","Article 12(2) and (4) of Regulation(EC) No","2157/2001and the following provisions of","Directive 2001/86/EC:"],"old":["3. In the cases referred to in","paragraph 2 of this Article, the","participation of employees in the converted","company and their involvement in the","definition of such rights shall be regulated","by the Member States, mutatis mutandis","and subject to paragraphs 4 to 7 of this","Article, in accordance with the principles","and procedures laid down in Article 12(2),","(3) and (4) of Regulation (EC) No","2157/2001 and the following provisions of","Directive 2001/86/EC:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"236","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-58","location":[[" Proposal for a directive","Recital 20"]],"meps":[190799,124847,125021,124855,124947],"meta":{"created":"2019-07-03T06:17:00"},"new":["(20) A company shall not be allowed to","circumvent employee participation rights","by means of a cross-border conversion.","The company carrying out a conversion","which is registered in a Member State","which provides for the employee","participation rights, should not be able to","perform a cross-border conversion without","first entering into negotiations with its","employees or their representatives when","the average number of employees","employed by that company is equivalent to","two thirds of the national threshold for","triggering such employee participation."],"old":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives when the average number","of employees employed by that company is","equivalent to four fifths of the national","threshold for triggering such employee","participation."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"58","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-237","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 3 \u2013 point b"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:16:59"},"new":["(b) Article 4(1), Article 4(2)(a), (b),","(c), (d), (e), (g) and (h), Article 4(3) and","Article 4(4);"],"old":["(b) Article 4(1), Article 4(2)(a), (g) and","(h), Article 4(3) and Article 4(4);"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"237","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-59","location":[[" Proposal for a directive","Recital 20"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:00"},"new":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives when the average number","of employees employed by that company is","equivalent to the national threshold for","triggering such employee participation."],"old":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives when the average number","of employees employed by that company is","equivalent to four fifths of the national","threshold for triggering such employee","participation."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"59","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-60","location":[["Proposal for a directive","Recital 20"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:00"},"new":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives when the average number","of employees exceeds 500."],"old":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives when the average number","of employees employed by that company is","equivalent to four fifths of the national","threshold for triggering such employee","participation."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"60","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-238","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 3 \u2013 point b"]],"meps":[124837],"meta":{"created":"2019-07-03T06:16:59"},"new":["(b) Article 4(1), Article 4(2)(a), (b),(c)","(g) and (h), Article 4(3) and Article 4(4);"],"old":["(b) Article 4(1), Article 4(2)(a), (g) and","(h), Article 4(3) and Article 4(4);"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"238","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-61","location":[["Proposal for a directive","Recital 22"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:01"},"new":["(22) The issue of the pre-conversion","certificate by the departure Member State","should be scrutinised to ensure the legality","of the cross-border conversion of the","company. The competent authority of the","departure Member State should decide on","the issue of the pre-conversion certificate","within one month of the application by the","company, unless it has serious concerns as","to the existence of an intention to abuse","law or to commit a fraudulent act. In such","a case, the competent authority should","carry out an in-depth assessment. However,","this in-depth assessment should not be","carried out systematically, but it should be","conducted on a case-by-case basis, where","there are serious concerns as to the","existence of an artificial arrangement. For","their assessment, competent authorities","should take into account at least a number","of factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","two months of informing the company that","the in-depth assessment will be carried out."],"old":["(22) The issue of the pre-conversion","certificate by the departure Member State","should be scrutinised to ensure the legality","of the cross-border conversion of the","company. The competent authority of the","departure Member State should decide on","the issue of the pre-conversion certificate","within one month of the application by the","company, unless it has serious concerns as","to the existence of an artificial","arrangement aimed at obtaining undue","tax advantages or unduly prejudicing the","legal or contractual rights of employees,","creditors or members. In such a case, the","competent authority should carry out an in-","depth assessment. However, this in-depth","assessment should not be carried out","systematically, but it should be conducted","on a case-by-case basis, where there are","serious concerns as to the existence of an","artificial arrangement. For their","assessment, competent authorities should","take into account at least a number of","factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","two months of informing the company that","the in-depth assessment will be carried out."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"61","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jeroen Lenaers","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-62","location":[[" Proposal for a directive","Recital 22"]],"meps":[95074],"meta":{"created":"2019-07-03T06:17:01"},"new":["(22) The issue of the pre-conversion","certificate by the departure Member State","should be scrutinised to ensure the legality","of the cross-border conversion of the","company. The competent authority of the","departure Member State should decide on","the issue of the pre-conversion certificate","within one month of the application by the","company, unless it has serious concerns as","to the existence of an artificial arrangement","aimed at obtaining undue tax advantages or","unduly prejudicing the legal or contractual","rights of employees, creditors or members.","In such a case, the competent authority","should carry out an in-depth assessment.","However, this in-depth assessment should","not be carried out systematically but it","should be conducted on a case-by-case","basis where there are serious concerns as to","the existence of an artificial arrangement.","For their assessment, competent authorities","should take into account at least a number","of factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","five months of informing the company that","the in-depth assessment will be carried out."],"old":["(22) The issue of the pre-conversion","","certificate by the departure Member State","should be scrutinised to ensure the legality","of the cross-border conversion of the","company. The competent authority of the","departure Member State should decide on","the issue of the pre-conversion certificate","within one month of the application by the","company, unless it has serious concerns as","to the existence of an artificial arrangement","aimed at obtaining undue tax advantages or","unduly prejudicing the legal or contractual","rights of employees, creditors or members.","In such a case, the competent authority","should carry out an in-depth assessment.","However, this in-depth assessment should","not be carried out systematically but it","should be conducted on a case-by-case","basis where there are serious concerns as to","the existence of an artificial arrangement.","For their assessment, competent authorities","should take into account at least a number","of factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","two months of informing the company that","the in-depth assessment will be carried out."],"orig_lang":"nl","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"62","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-239","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 3 \u2013 point b"]],"meps":[191695],"meta":{"created":"2019-07-03T06:16:59"},"new":["(b) Article 4(1), Article 4(2)(a), (b),(c)","(g) and (h), Article 4(3) and Article 4(4);"],"old":["(b) Article 4(1), Article 4(2)(a), (g) and","(h), Article 4(3) and Article 4(4);"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"239","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-240","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 3 \u2013 point e"]],"meps":[124837],"meta":{"created":"2019-07-03T06:16:59"},"new":["(e) Article7(1);"],"old":["(e) the first subparagraph of Article","7(1);"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"240","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-63","location":[["Proposal for a directive","Recital 26"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:01"},"new":["(26) The evaluation of the","implementation of the cross-border merger","rules in Member States has shown that the","number of cross-border mergers in the","Union has significantly increased.","However, this evaluation has also revealed","certain shortcomings in relation","specifically to creditor protection and","shareholder protection as well as to the","lack of simplified procedures which","impede the full effectiveness and efficiency","of those cross-border merger rules. While","no available data could conclusively","establish that the employee participation","procedure was inefficient, the evaluation","revealed that companies considered it too","complex and leading to unnecessary costs","and delays within the merger."],"old":["(26) The evaluation of the","implementation of the cross-border merger","rules in Member States has shown that the","number of cross-border mergers in the","Union has significantly increased.","However, this evaluation has also revealed","","certain shortcomings in relation","specifically to creditor protection and","shareholder protection as well as to the","lack of simplified procedures which","impede the full effectiveness and efficiency","of those cross-border merger rules."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"63","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-241","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 3 \u2013 point e"]],"meps":[191695],"meta":{"created":"2019-07-03T06:16:59"},"new":["(e) Article7(1);"],"old":["(e) the first subparagraph of Article","7(1);"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"241","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-64","location":[[" Proposal for a directive","Recital 26"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:01"},"new":["(26) The evaluation of the","implementation of the cross-border merger","rules in Member States has shown that the","number of cross-border mergers in the","Union has significantly increased.","However, this evaluation has also revealed","certain shortcomings in relation","specifically to employee, creditor and","shareholder protection as well as to the","lack of simplified procedures which","impede the full effectiveness and efficiency","of those cross-border merger rules."],"old":["(26) The evaluation of the","implementation of the cross-border merger","rules in Member States has shown that the","number of cross-border mergers in the","Union has significantly increased.","However, this evaluation has also revealed","certain shortcomings in relation","specifically to creditor protection and","shareholder protection as well as to the","lack of simplified procedures which","impede the full effectiveness and efficiency","of those cross-border merger rules."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"64","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-242","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 3 \u2013 point e"]],"meps":[125047],"meta":{"created":"2019-07-03T06:16:59"},"new":["(e) Article 7(1);"],"old":["(e) the first subparagraph of Article","7(1);"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"242","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-65","location":[[" Proposal for a directive","Recital 28"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:01"},"new":["(28) In order to further enhance the","existing cross-border merger procedure, it","is necessary to simplify those merger rules,","where appropriate, whilst at the same time","ensuring that stakeholders, and in","particular employees, are adequately","protected. Therefore, the existing cross-","border merger rules should be modified in","order to align the rules for cross-border","mergers with those on cross-border","conversions and divisions, and to oblige","the management or administrative organs","of the merging companies to prepare","separate reports detailing the legal and","economic aspects of the cross-border","merger for members, creditors and","employees."],"old":["(28) In order to further enhance the","existing cross-border merger procedure, it","is necessary to simplify those merger rules,","where appropriate, whilst at the same time","ensuring that stakeholders, and in","particular employees, are adequately","protected. Therefore, the existing cross-","border merger rules should be modified in","order to oblige the management or","administrative organs of the merging","companies to prepare separate reports","detailing the legal and economic aspects of","the cross-border merger for both members","and for employees. The obligation on the","management or administrative organ of","the company to prepare the report for the","members may however be waived, where","those members are already informed","about legal and economic aspects of the","proposed merger. However, the report","prepared for employees may only be","waived where the merging companies and","their subsidiaries do not have any","employees other than those who form part","of the management or administrative","organ."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"65","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-243","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 3 \u2013 point g"]],"meps":[191695],"meta":{"created":"2019-07-03T06:16:59"},"new":["(g) the Annex, with the exclusion of","points (a) and (b) and paragraph 2 of Part","3, instead of which the following will","apply as a minimum:","The employees of the company, its","subsidiaries and establishments and/or","the representative body shall have the","right to elect and appoint a number of","members of the administrative or","supervisory body of the converted","company equal to two representatives in","companies up from 50 employees, one","third in companies having from 250","employees to 1000 employees and parity","in companies with more than 1000","employees."],"old":["(g) point (a) of Part 3 of the Annex.",""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"243","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-66","location":[["Proposal for a directive","Recital 28"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:01"},"new":["(28) In order to further enhance the","existing cross-border merger procedure, it","is necessary to simplify those merger rules,","where appropriate, whilst at the same time","ensuring that stakeholders, and in","particular employees, are adequately","protected. Therefore, the existing cross-","border merger rules should be modified in","order to oblige the management or","administrative organs of the merging","companies to prepare a detailed report on","the legal and economic aspects of the","cross-border merger for both members,","especially minority shareholders, and for","employees in full respect of the autonomy","of the social partners. The obligation on","the management or administrative organ of","the company to provide certain specific","information for the members may however","be waived, where those members are","already informed about legal and economic","aspects of the proposed merger. However,","the requirement to provide certain specific","information related to employees may","only be waived where the merging","companies and their subsidiaries do not","have any employees other than those who","form part of the management or","administrative organ."],"old":["(28) In order to further enhance the","existing cross-border merger procedure, it","is necessary to simplify those merger rules,","where appropriate, whilst at the same time","ensuring that stakeholders, and in","particular employees, are adequately","protected. Therefore, the existing cross-","","border merger rules should be modified in","order to oblige the management or","administrative organs of the merging","companies to prepare separate reports","detailing the legal and economic aspects of","the cross-border merger for both members","and for employees. The obligation on the","management or administrative organ of the","company to prepare the report for the","members may however be waived, where","those members are already informed about","legal and economic aspects of the proposed","merger. However, the report prepared for","employees may only be waived where the","merging companies and their subsidiaries","do not have any employees other than","those who form part of the management or","administrative organ."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"66","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-244","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 3 \u2013 point g"]],"meps":[124837],"meta":{"created":"2019-07-03T06:16:59"},"new":["(g) the Annex, with the exclusion of","points (a), (b) and paragraph 2 of Part 3,","instead of which the following will apply","as a minimum:","The employees of the company, its","subsidiaries and establishments and/or","the representative body shall have the","right to elect and appoint a number of","members of the administrative or","supervisory body of the converted","company equal to two representatives in","companies up from 50 employees, one","third in companies having from 250","employees to 1000 employees and parity","in companies with more than 1000","employees."],"old":["(g) point (a) of Part 3 of the Annex."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"244","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-245","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 3 \u2013 point g"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:16:59"},"new":["(g) Part 1, part 2 and point (a) of Part","3 of the Annex."],"old":["(g) point (a) of Part 3 of the Annex."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"245","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-246","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 3 a (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:16:59"},"new":["3a. In the interest of the enterprise an","agreement must besought with the","workforce as represented by recognised","trade unions a) on the establishment of a","European Works Council and b) workers","board level representation.","The negotiations must lead to an","agreement before the merger, transfer of","seat, conversion or division or other","company law instrument will take effect.","In case that the negotiations do not reach","an agreement the subsidiary requirements","apply.","a) for the establishment of an European","Works Council the Council Directive","2001/86/EC of8 October 2001","supplementing the Statue for a European","Company with regard to the involvement","of employees applies.","b) For the establishment of workers","representation in the company","boardrooms the following proportion of","workers representatives in company","boardrooms or supervisory boards applies","related to the number of workers: 2","representatives in companies up from 50","workers, one third up from 250 workers","and half up from 1000workers."],"old":["",""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"246","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-67","location":[[" Proposal for a directive","Recital 28"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:01"},"new":["(28) In order to further enhance the","existing cross-border merger procedure, it","is necessary to simplify those merger rules,","where appropriate, whilst at the same time","ensuring that shareholders, creditors and","employees are adequately protected.","Therefore, the existing cross-border merger","rules should be modified in order to oblige","the management or administrative organs","of the merging companies to prepare","separate reports detailing the legal and","economic aspects of the cross-border","merger for both members and for","employees. The obligation on the","management or administrative organ of the","company to prepare the report for the","members may however be waived, where","those members are already informed about","legal and economic aspects of the proposed","merger. However, the report prepared for","employees may only be waived where the","merging companies and their subsidiaries","do not have any employees other than","those who form part of the management or","administrative organ."],"old":["(28) In order to further enhance the","existing cross-border merger procedure, it","is necessary to simplify those merger rules,","where appropriate, whilst at the same time","ensuring that stakeholders, and in","particular employees, are adequately","protected. Therefore, the existing cross-","border merger rules should be modified in","order to oblige the management or","administrative organs of the merging","companies to prepare separate reports","detailing the legal and economic aspects of","the cross-border merger for both members","and for employees. The obligation on the","","management or administrative organ of the","company to prepare the report for the","members may however be waived, where","those members are already informed about","legal and economic aspects of the proposed","merger. However, the report prepared for","employees may only be waived where the","merging companies and their subsidiaries","do not have any employees other than","those who form part of the management or","administrative organ."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"67","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-247","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 3 \u2013 point 3 a (new)"]],"meps":[124837],"meta":{"created":"2019-07-03T06:16:59"},"new":["3a. The agreement reached shall","provide for at least the same level of","employee participation as operated in the","company prior to the conversion as well","as at least the level that would apply","following the rules in force concerning","employee participation, if any, in the","destination Member State. This level shall","be measured by reference to the","proportion of employee representatives","amongst the members of the","administrative or supervisory organ or","their committees or of the management","group which covers the profit units of the","company, subject to employee","representation."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"247","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-248","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 3a (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:16:59"},"new":["3a. The agreement reached shall","provide for at least the same level of","employee participation as operated in the","company prior to the conversion as well","as at least the level that would apply","following the rules in force concerning","employee participation, if any, in the","destination Member State. This level shall","be measured by reference to the","proportion of employee representatives","amongst the members of the","administrative or supervisory organ or","their committees or of the management","group which covers the profit units of the","company, subject to employee","representation."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"248","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-68","location":[["Proposal for a directive","Recital 29"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:01"},"new":["(29) Furthermore, in order to enhance","the protection afforded to the employees of","the merging company or companies,","employees or their representatives may","provide their opinion, to be included in the","report, on the implications of the cross-","border merger for them. The provision of","the report should be without prejudice to","the applicable information and consultation","proceedings instituted at national level","following the implementation of Council","Directive 2001/23/EC48 , Directive","2002/14/EC or Directive 2009/38/EC.","__________________","48","Council Directive 2001/23/EC of 12","March 2001 on the approximation of the","laws of the Member States relating to the","safeguarding of employees' rights in the","event of transfers of undertakings,","businesses or parts of undertakings or","businesses (OJ L 82, 22.3.2001, p. 16)."],"old":["(29) Furthermore, in order to enhance","the protection afforded to the employees of","the merging company or companies,","employees or their representatives may","provide their opinion on the company","report setting out the implications of the","cross-border merger for them. The","provision of the report should be without","prejudice to the applicable information and","consultation proceedings instituted at","national level following the","implementation of Council Directive","2001/23/EC48 , Directive 2002/14/EC or","Directive 2009/38/EC.","__________________","48","Council Directive 2001/23/EC of 12","March 2001 on the approximation of the","laws of the Member States relating to the","safeguarding of employees' rights in the","event of transfers of undertakings,","businesses or parts of undertakings or","businesses (OJ L 82, 22.3.2001, p. 16)."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"68","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-249","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 4"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:16:59"},"new":["4. When regulating the principles and","procedures referred to in paragraph 3,","Member States shall ensure that the rules","on employee participation that applied","prior to the cross-border conversion","continue to apply until the date of","application of any subsequently agreed","rules or in the absence of agreed rules","until the application of default rules in","accordance with point (a) of Part 3 of the","Annex."],"old":["4. When regulating the principles and","procedures referred to in paragraph 3,","Member States:",""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"249","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-69","location":[[" Proposal for a directive","Recital 29"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:01"},"new":["(29) Furthermore, in order to enhance","the protection afforded to the employees of","the merging company or companies,","employees or their representatives may","provide their opinion on the company","report setting out the implications of the","cross-border merger for them. The","provision of the report should be without","prejudice to the applicable information and","consultation proceedings instituted at","national level following the","implementation of Council Directive","2001/23/EC48 , Directive 2002/14/EC or","Directive 2009/38/EC. In order to avoid","duplications, companies may decide to","combine this report with the report","detailing the legal and economic aspects","of the cross-border merger.","__________________","48","Council Directive 2001/23/EC of 12","March 2001 on the approximation of the","laws of the Member States relating to the","safeguarding of employees' rights in the","event of transfers of undertakings,","businesses or parts of undertakings or","businesses (OJ L 82, 22.3.2001, p. 16)."],"old":["(29) Furthermore, in order to enhance","the protection afforded to the employees of","the merging company or companies,","employees or their representatives may","provide their opinion on the company","report setting out the implications of the","cross-border merger for them. The","provision of the report should be without","prejudice to the applicable information and","consultation proceedings instituted at","national level following the","implementation of Council Directive","2001/23/EC48 , Directive 2002/14/EC or","Directive 2009/38/EC.","__________________","48","Council Directive 2001/23/EC of 12","March 2001 on the approximation of the","laws of the Member States relating to the","safeguarding of employees' rights in the","event of transfers of undertakings,","businesses or parts of undertakings or","businesses (OJ L 82, 22.3.2001, p. 16)."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"69","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-250","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 4 \u2013 point \u2013a (new)"]],"meps":[39724],"meta":{"created":"2019-07-03T06:16:59"},"new":["(-a) shall confer on the company the","right to choose without any prior","negotiation to be directly subject to the","standard rules for participation referred","to in point (a) part 3 of the Annex, as laid","down by the legislation of the destination","Member State and to abide by those rules","from the date of registration;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"250","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-70","location":[[" Proposal for a directive","Recital 29"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:01"},"new":["(29) Furthermore, in order to enhance","the protection afforded to the employees of","the merging company or companies,","employees or their representatives may","provide, prior to the merge, their opinion","on the company report setting out the","implications of the cross-border merger for","them. The provision of the report should be","without prejudice to the applicable","information and consultation proceedings","instituted at national level following the","implementation of Council Directive","2001/23/EC48 , Directive 2002/14/EC or","Directive 2009/38/EC.","__________________","48","Council Directive 2001/23/EC of 12","March 2001 on the approximation of the","laws of the Member States relating to the","safeguarding of employees' rights in the","event of transfers of undertakings,","businesses or parts of undertakings or","businesses (OJ L 82, 22.3.2001, p. 16)."],"old":["(29) Furthermore, in order to enhance","the protection afforded to the employees of","the merging company or companies,","employees or their representatives may","provide their opinion on the company","report setting out the implications of the","cross-border merger for them. The","provision of the report should be without","prejudice to the applicable information and","consultation proceedings instituted at","national level following the","implementation of Council Directive","2001/23/EC48 , Directive 2002/14/EC or","Directive 2009/38/EC.","__________________","48","Council Directive 2001/23/EC of 12","March 2001 on the approximation of the","laws of the Member States relating to the","safeguarding of employees' rights in the","event of transfers of undertakings,","businesses or parts of undertakings or","businesses (OJ L 82, 22.3.2001, p. 16)."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"70","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-251","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 4 \u2013 point a"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:00"},"new":["deleted"],"old":["(a) shall confer on the special","negotiating body the right to decide, by a","majority of two thirds of its members","representing at least two thirds of the","employees, not to open negotiations or to","terminate negotiations already opened","and to rely on the rules on participation in","force in the destination Member State;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"251","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-252","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 4 \u2013 point a"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:00"},"new":["deleted"],"old":["(a) shall confer on the special","negotiating body the right to decide, by a","majority of two thirds of its members","representing at least two thirds of the","employees, not to open negotiations or to","terminate negotiations already opened","and to rely on the rules on participation in","force in the destination Member State;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"252","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Agnes Jongerius, Michael Detjen","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-71","location":[["Proposal for a directive","Recital 29 a (new)"]],"meps":[125021,190799],"meta":{"created":"2019-07-03T06:17:01"},"new":["(29a) In order to prevent conflicts of","interests between the members of the","management body and the interest of the","company, they should not be allowed to","benefit financially from the merger in the","form of variable compensation, bonuses","or rising share prices."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"71","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-253","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 4 \u2013 point a"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:00"},"new":["deleted"],"old":["(a) shall confer on the special","negotiating body the right to decide, by a","majority of two thirds of its members","representing at least two thirds of the","employees, not to open negotiations or to","terminate negotiations already opened","and to rely on the rules on participation in","force in the destination Member State;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"253","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-254","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 4 \u2013 point a"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:00"},"new":["deleted"],"old":["(a) shall confer on the special","negotiating body the right to decide, by a","majority of two thirds of its members","representing at least two thirds of the","employees, not to open negotiations or to","terminate negotiations already opened","and to rely on the rules on participation in","force in the destination Member State;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"254","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-72","location":[[" Proposal for a directive","Recital 31"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:01"},"new":["(31) The lack of harmonisation of","safeguards for employees, members or","creditors has been identified an obstacle for","cross-border mergers by different","stakeholders. Employees, members and","creditors should be offered at least the","same level of protection regardless of the","Member States in which the merging","companies are situated. This is without","prejudice to the Member States\u2019 rules on","protecting employees, creditors or","shareholders which are outside the scope of","the harmonised measures, such as","transparency requirements."],"old":["(31) The lack of harmonisation of","safeguards for members or creditors has","been identified an obstacle for cross-border","mergers by different stakeholders.","Members and creditors should be offered","the same level of protection regardless of","the Member States in which the merging","companies are situated. This is without","prejudice to the Member States\u2019 rules on","protecting creditors or shareholders which","are outside the scope of the harmonised","measures, such as transparency","requirements."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"72","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-255","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 4 \u2013 point b"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:00"},"new":["deleted"],"old":["(b) may, in the case where, following","prior negotiations, standard rules for","participation apply and notwithstanding","such rules, decide to limit the proportion","of employee representatives in the","administrative organ of the converted","company. However, if in the company","carrying out the conversion employee","representatives constituted at least one","third of the administrative or supervisory","board, the limitation may never result in a","lower proportion of employee","representatives in the administrative","organ than one third;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"255","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-73","location":[[" Proposal for a directive","Recital 40"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:01"},"new":["(40) The right of companies to carry out","a cross-border division may in certain","circumstances be used for abusive purposes","such as for the circumvention of labour","standards, social security payments, tax","obligations, creditors' or members' rights or","rules on employees participation. In order","to combat such abuses, as a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border division procedure in","order to create artificial arrangements. The","fight against abuses must be based on an","individual assessment of all relevant","circumstances. A common procedural and","substantive framework which sets out the","requirements to streamline the actions to be","taken by national authorities to fight abuses","inconformity with Union law should be","laid down, whilst describing, where strictly","necessary, the margin of discretion","allowed for Member States."],"old":["(40) The right of companies to carry out","a cross-border division may in certain","circumstances be used for abusive purposes","such as for the circumvention of labour","standards, social security payments, tax","obligations, creditors' or members' rights or","rules on employees participation. In order","to combat such abuses, as a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border division procedure in","order to create artificial arrangements","","aimed at obtaining undue tax advantages","or at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be","interpreted strictly and must be based on","an individual assessment of all relevant","circumstances. A procedural and","substantive framework which describes the","margin of discretion and allows for the","diversity of approaches by Member States","whilst at the same time setting out the","requirements to streamline the actions to be","taken by national authorities to fight abuses","in conformity with Union law should be","laid down."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"73","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-256","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 4 \u2013 point b"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:00"},"new":["deleted"],"old":["(b) may, in the case where, following","prior negotiations, standard rules for","participation apply and notwithstanding","such rules, decide to limit the proportion","of employee representatives in the","administrative organ of the converted","company. However, if in the company","carrying out the conversion employee","representatives constituted at least one","third of the administrative or supervisory","board, the limitation may never result in a","lower proportion of employee","representatives in the administrative","organ than one third;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"256","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-257","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 4 \u2013 point b"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:00"},"new":["deleted"],"old":["(b) may, in the case where, following","prior negotiations, standard rules for","participation apply and notwithstanding","such rules, decide to limit the proportion","of employee representatives in the","administrative organ of the converted","company. However, if in the company","carrying out the conversion employee","","representatives constituted at least one","third of the administrative or supervisory","board, the limitation may never result in a","lower proportion of employee","representatives in the administrative","organ than one third;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"257","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-258","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 4 \u2013 point b"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:00"},"new":["deleted"],"old":["(b) may, in the case where, following","prior negotiations, standard rules for","participation apply and notwithstanding","such rules, decide to limit the proportion","of employee representatives in the","administrative organ of the converted","company. However, if in the company","carrying out the conversion employee","representatives constituted at least one","third of the administrative or supervisory","board, the limitation may never result in a","lower proportion of employee","representatives in the administrative","organ than one third;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"258","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-74","location":[["Proposal for a directive","Recital 40"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:02"},"new":["(40) The right of companies to carry out","a cross-border division may in certain","circumstances be used for abusive purposes","such as for the circumvention of labour","standards, social security payments, tax","obligations, creditors' or members' rights or","rules on employees participation. In order","to combat such abuses, as a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border division procedure in","order to abuse the law or to commit a","fraudulent act. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be interpreted","strictly and must be based on an individual","assessment of all relevant circumstances. A","procedural and substantive framework","which describes the margin of discretion","and allows for the diversity of approaches","by Member States whilst at the same time","setting out the requirements to streamline","the actions to be taken by national","authorities to fight abuses in conformity","with Union law should be laid down."],"old":["(40) The right of companies to carry out","a cross-border division may in certain","circumstances be used for abusive purposes","such as for the circumvention of labour","standards, social security payments, tax","obligations, creditors' or members' rights or","rules on employees participation. In order","to combat such abuses, as a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border division procedure in","order to create artificial arrangements","aimed at obtaining undue tax advantages","or at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be interpreted","strictly and must be based on an individual","","assessment of all relevant circumstances. A","procedural and substantive framework","which describes the margin of discretion","and allows for the diversity of approaches","by Member States whilst at the same time","setting out the requirements to streamline","the actions to be taken by national","authorities to fight abuses in conformity","with Union law should be laid down."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"74","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-259","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 4 \u2013 point c"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:00"},"new":["deleted"],"old":["(c) shall ensure that the rules on","employee participation that applied prior","to the cross-border conversion continue to","apply until the date of application of any","subsequently agreed rules or in the","absence of agreed rules until the","application of default rules in accordance","with point (a) of Part 3 of the Annex."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"259","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-260","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 4 \u2013 point c"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:00"},"new":["deleted"],"old":["(c) shall ensure that the rules on","employee participation that applied prior","to the cross-border conversion continue to","apply until the date of application of any","subsequently agreed rules or in the","absence of agreed rules until the","application of default rules in accordance","with point (a) of Part 3 of the Annex."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"260","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Jeroen Lenaers","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-75","location":[[" Proposal for a directive","Recital 41"]],"meps":[95074],"meta":{"created":"2019-07-03T06:17:02"},"new":["(41) Given the complexity of cross-","border divisions and the multitude of the","interests concerned, it is appropriate to","provide for an ex-ante and ex-post control","in order to create legal certainty. To that","effect, a structured and multi-layered","procedure should be set out whereby both","the competent authorities of the Member","State of the company being divided and of","the Member State of the recipient","companies ensure that a decision on the","approval of a cross-border division is taken","in a fair, objective and non-discriminatory","manner on the basis of all relevant","elements and by taking into account all","legitimate public interests, in particular the","protection of employees, shareholders and","creditors."],"old":["(41) Given the complexity of cross-","border divisions and the multitude of the","interests concerned, it is appropriate to","provide for an ex-ante control in order to","create legal certainty. To that effect, a","structured and multi-layered procedure","should be set out whereby both the","competent authorities of the Member State","of the company being divided and of the","Member State of the recipient companies","ensure that a decision on the approval of a","cross-border division is taken in a fair,","objective and non-discriminatory manner","on the basis of all relevant elements and by","taking into account all legitimate public","interests, in particular the protection of","employees, shareholders and creditors."],"orig_lang":"nl","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"75","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-261","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 4 \u2013 point c"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:00"},"new":["(c) shall ensure that the rules on","employee participation that applied prior to","the cross-border conversion continue to","apply until the date of application of any","subsequently agreed rules or in the absence","of agreed rules until the application of","default rules in accordance with point (g)","of paragraph 3."],"old":["(c) shall ensure that the rules on","employee participation that applied prior to","the cross-border conversion continue to","apply until the date of application of any","subsequently agreed rules or in the absence","of agreed rules until the application of","default rules in accordance with point (a)","of Part 3 of the Annex."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"261","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-76","location":[["Proposal for a directive","Recital 43"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:02"},"new":["(43) In order to provide information to","its members and employees, the company","being divided should prepare a report in","full respect of the autonomy of the social","partners. With regard to the interests of","members and especially minority","shareholders, the report should explain","and substantiate the legal and economic","aspects of the proposed cross-border","division, in particular explaining the","implications of the cross-border division","for members with regard to the future","business of the company and the","management organs\u2019 strategic plan. It","should also include explanations about the","exchange ratio, where applicable, the","criteria to determine the allocation of","shares and potential remedies available to","members, where they do not agree with the","decision to carry out a cross-border","division."],"old":["(43) In order to provide information to","its members, the company being divided","should prepare a report. The report should","explain and substantiate the legal and","economic aspects of the proposed cross-","border division, in particular explaining the","implications of the cross-border division","for members with regard to the future","business of the company and the","management organs\u2019 strategic plan. It","should also include explanations about the","exchange ratio, where applicable, the","criteria to determine the allocation of","shares and potential remedies available to","members, where they do not agree with the","decision to carry out a cross-border","division."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"76","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-262","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 4 \u2013 point c"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:00"},"new":["(c) shall ensure that the rules on","employee participation that applied prior to","the cross-border conversion continue to","apply until the date of application of any","subsequently agreed rules or in the absence","of agreed rules until the application of","default rules in accordance with point (g)","of paragraph 3."],"old":["(c) shall ensure that the rules on","employee participation that applied prior to","the cross-border conversion continue to","apply until the date of application of any","subsequently agreed rules or in the absence","of agreed rules until the application of","default rules in accordance with point (a)","of Part 3 of the Annex."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"262","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-77","location":[["Proposal for a directive","Recital 43"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:02"},"new":["(43) In order to provide information to","its members and employees, the company","being divided should prepare a report. With","regard to the interests of members, the","report should explain and substantiate the","legal and economic aspects of the proposed","cross-border division, in particular","explaining the implications of the cross-","border division for members with regard to","the future business of the company and the","management organs\u2019 strategic plan. It","should also include explanations about the","exchange ratio, where applicable, the","criteria to determine the allocation of","shares and potential remedies available to","members, where they do not agree with the","decision to carry out a cross-border","division."],"old":["(43) In order to provide information to","its members, the company being divided","should prepare a report. The report should","explain and substantiate the legal and","economic aspects of the proposed cross-","border division, in particular explaining the","implications of the cross-border division","for members with regard to the future","business of the company and the","management organs\u2019 strategic plan. It","","should also include explanations about the","exchange ratio, where applicable, the","criteria to determine the allocation of","shares and potential remedies available to","members, where they do not agree with the","decision to carry out a cross-border","division."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"77","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-263","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 5"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:01"},"new":["deleted"],"old":["5. The extension of participation","rights to employees of the converted","company employed in other Member","States, referred to in point (b) of","paragraph 2, shall not entail any","obligation for Member States which","choose to do so to take those employees","into account when calculating the size of","workforce thresholds giving rise to","participation rights under national law."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"263","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-78","location":[[" Proposal for a directive","Recital 43"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:02"},"new":["(43) In order to provide information to","its members, the company being divided","should prepare a report. The report should","explain and substantiate the legal and","economic aspects of the proposed cross-","border division, in particular explaining the","implications of the cross-border division","for members with regard to the future","business of the company and the","management organs\u2019 strategic plan. It","should also include explanations about the","exchange ratio, where applicable, the","criteria to determine the allocation of","shares and potential remedies available to","members, where they do not agree with the","decision to carry out a cross-border","division. This report should also be made","available to the employees of the","company."],"old":["(43) In order to provide information to","its members, the company being divided","should prepare a report. The report should","explain and substantiate the legal and","economic aspects of the proposed cross-","border division, in particular explaining the","implications of the cross-border division","for members with regard to the future","business of the company and the","management organs\u2019 strategic plan. It","should also include explanations about the","exchange ratio, where applicable, the","criteria to determine the allocation of","shares and potential remedies available to","members, where they do not agree with the","decision to carry out a cross-border","division."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"78","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-264","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 5"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:01"},"new":["deleted"],"old":["5. The extension of participation","rights to employees of the converted","company employed in other Member","States, referred to in point (b) of","paragraph 2, shall not entail any","obligation for Member States which","choose to do so to take those employees","into account when calculating the size of","workforce thresholds giving rise to","participation rights under national law."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"264","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-79","location":[["Proposal for a directive","Recital 44"]],"meps":[190799,124847,125021,124855,96998],"meta":{"created":"2019-07-03T06:17:02"},"new":["deleted"],"old":["(44) In order to provide information its","employees, the company being divided","should prepare a report explaining the","implications of the proposed cross-border","division for employees. The report should","explain in particular the implications of","the proposed cross-border division on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the conditions of employment","and the locations of the companies\u2019 places","of business, and how each of these factors","would relate to any subsidiaries of the","company. The provision of the report","should be without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of","Directives 2001/23/EC, 2002/14/EC or","2009/38/EC."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"79","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-265","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:01"},"new":["deleted"],"old":["5. The extension of participation","rights to employees of the converted","company employed in other Member","States, referred to in point (b) of","paragraph 2, shall not entail any","obligation for Member States which","choose to do so to take those employees","into account when calculating the size of","workforce thresholds giving rise to","participation rights under national law."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"265","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-80","location":[["Proposal for a directive","Recital 44"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:02"},"new":["(44) The report should also explain the","implications of the proposed cross-border","division for employees. It should explain in","particular the implications of the proposed","cross-border division on the safeguarding","of the jobs of the employees, whether there","would be any material change in the","conditions of employment and the","locations of the companies\u2019 places of","business, and how each of these factors","would relate to any subsidiaries of the","company. The provision of the report","should be without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC."],"old":["(44) In order to provide information its","employees, the company being divided","should prepare a report explaining the","implications of the proposed cross-border","division for employees. The report should","explain in particular the implications of the","proposed cross-border division on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the conditions of employment","and the locations of the companies\u2019 places","","of business, and how each of these factors","would relate to any subsidiaries of the","company. The provision of the report","should be without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"80","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-81","location":[[" Proposal for a directive","Recital 44"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:02"},"new":["(44) In order to provide information to","its employees, the company being divided","should prepare a report explaining the","implications of the proposed cross-border","division for employees. The report should","explain in particular the implications of the","proposed cross-border division on the","safeguarding of the jobs of the employees,","information on the procedures by which","arrangements for the involvement of","employees in the definition of their rights","to participation in the converted company","are determined and on the possible","options for such arrangements, whether","there would be any material change in the","conditions of employment and the","locations of the companies\u2019 places of","business, and how each of these factors","would relate to any subsidiaries of the","company. The provision of the report","should be without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC,2002/14/EC or 2009/38/EC."],"old":["(44) In order to provide information its","employees, the company being divided","should prepare a report explaining the","implications of the proposed cross-border","division for employees. The report should","explain in particular the implications of the","proposed cross-border division on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the conditions of employment","and the locations of the companies\u2019 places","of business, and how each of these factors","would relate to any subsidiaries of the","company. The provision of the report","should be without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"81","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-266","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 7"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:01"},"new":["7. Where the converted company is","operating under an employee participation","system, that company shall be obliged to","take measures to ensure that employees'","participation rights are protected also in the","event of any subsequent cross-border or","domestic merger, division or conversion","for a period of ten years after the cross-","border conversion has taken effect, by","applying mutatis mutandis the rules laid","down in paragraphs 1 to 3."],"old":["7. Where the converted company is","operating under an employee participation","system, that company shall be obliged to","take measures to ensure that employees'","participation rights are protected in the","event of any subsequent cross-border or","domestic merger, division or conversion","for a period of three years after the cross-","border conversion has taken effect, by","applying mutatis mutandis the rules laid","down in paragraphs 1 to 6."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"266","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-82","location":[["Proposal for a directive","Recital 44"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:02"},"new":["(44) In order to provide information its","employees, the company being divided","should prepare a report explaining the","implications of the proposed cross-border","division for employees. In order to avoid","duplications, companies may decide to","combine this report with the report","addressed to members. The report should","explain in particular the implications of the","proposed cross-border division on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the conditions of employment","and the locations of the companies\u2019 places","of business, and how each of these factors","would relate to any subsidiaries of the","company. The provision of the report","should be without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC,","while not causing any duplication of","reporting requirements."],"old":["(44) In order to provide information its","employees, the company being divided","should prepare a report explaining the","implications of the proposed cross-border","division for employees. The report should","explain in particular the implications of the","proposed cross-border division on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the conditions of employment","and the locations of the companies\u2019 places","of business, and how each of these factors","would relate to any subsidiaries of the","company. The provision of the report","should be without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"82","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-267","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 7"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:01"},"new":["7. Where the converted company is","operating under an employee participation","system, that company shall be obliged to","take measures to ensure that employees'","participation rights are protected in the","event of any subsequent cross-border or","domestic merger, division or conversion","for a period of ten years after the cross-","border conversion has taken effect, by","applying mutatis mutandis the rules laid","down in paragraphs 1 to 6."],"old":["7. Where the converted company is","operating under an employee participation","system, that company shall be obliged to","take measures to ensure that employees'","participation rights are protected in the","event of any subsequent cross-border or","domestic merger, division or conversion","for a period of three years after the cross-","border conversion has taken effect, by","applying mutatis mutandis the rules laid","down in paragraphs 1 to 6."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"267","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-83","location":[["Proposal for a directive","Recital 44"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:02"},"new":["(44) In order to provide information its","employees, the company being divided","should prepare a report explaining the","implications of the proposed cross-border","division for employees. The report should","explain in particular the implications of the","proposed cross-border division on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the conditions of employment,","the application of collective agreements","and the locations of the companies\u2019 places","of business, and how each of these factors","would relate to any subsidiaries of the","company. The provision of the report","should be without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC."],"old":["(44) In order to provide information its","employees, the company being divided","","should prepare a report explaining the","implications of the proposed cross-border","division for employees. The report should","explain in particular the implications of the","proposed cross-border division on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the conditions of employment","and the locations of the companies\u2019 places","of business, and how each of these factors","would relate to any subsidiaries of the","company. The provision of the report","should be without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"83","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-268","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 7"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:01"},"new":["7. Where the converted company is","operating under an employee participation","system, that company shall be obliged to","take measures to ensure that employees'","participation rights are protected in the","event of any subsequent cross-border or","domestic merger, division or conversion","for a period of ten years after the cross-","border conversion has taken effect, by","applying mutatis mutandis the rules laid","down in paragraphs 1 to 6."],"old":["7. Where the converted company is","operating under an employee participation","system, that company shall be obliged to","take measures to ensure that employees'","participation rights are protected in the","event of any subsequent cross-border or","domestic merger, division or conversion","for a period of three years after the cross-","border conversion has taken effect, by","applying mutatis mutandis the rules laid","down in paragraphs 1 to 6."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"268","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-84","location":[[" Proposal for a directive","Recital 46"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:02"},"new":["deleted"],"old":["(46) With a view to avoiding","disproportionate costs and burdens for","smaller companies carrying out cross-","border division, micro and small","enterprises as defined in the Commission","Recommendation 2003/361/EC of 6 May","2003 should be exempted from the","requirement to have produce an","independent expert."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"84","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-269","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 7"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:01"},"new":["7. Where the converted company is","operating under an employee participation","system, that company shall be obliged to","take measures to ensure that employees'","participation rights are protected in the","event of any subsequent cross-border or","domestic merger, division or conversion","for a period of five years after the cross-","border conversion has taken effect, by","applying mutatis mutandis the rules laid","down in paragraphs 1 to 6."],"old":["7. Where the converted company is","operating under an employee participation","system, that company shall be obliged to","take measures to ensure that employees'","participation rights are protected in the","event of any subsequent cross-border or","domestic merger, division or conversion","for a period of three years after the cross-","border conversion has taken effect, by","applying mutatis mutandis the rules laid","down in paragraphs 1 to 6."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"269","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-85","location":[["Proposal for a directive","Recital 52"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:02"},"new":["(52) The issue of the pre-division","certificate by the Member State of the","company being divided should be","scrutinised to ensure the legality of the","cross-border division. The competent","authority should decide whether to issue a","pre-division certificate within one month of","the application by the company has been","submitted, unless it has serious concerns as","to the existence of an intention to abuse","the law or to commit a fraudulent act. In","such a case, the competent authority should","carry out an in-depth assessment. However,","this in-depth assessment should not be","carried out systematically but it should be","conducted on a case-by-case basis where","there are serious concerns as to the","existence of an artificial arrangement. For","their assessment, competent authorities","should take into account at least a number","of factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","two months informing the company that","the in-depth assessment will be carried out."],"old":["(52) The issue of the pre-division","certificate by the Member State of the","company being divided should be","scrutinised to ensure the legality of the","cross-border division. The competent","authority should decide whether to issue a","pre-division certificate within one month of","the application by the company has been","submitted, unless it has serious concerns as","to the existence of an artificial","arrangement aimed at obtaining undue","tax advantages or at unduly prejudicing","the legal or contractual rights of","employees, creditors or members. In such","a case, the competent authority should","carry out an in-depth assessment. However,","this in-depth assessment should not be","carried out systematically but it should be","conducted on a case-by-case basis where","there are serious concerns as to the","existence of an artificial arrangement. For","their assessment, competent authorities","should take into account at least a number","of factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","two months informing the company that","the in-depth assessment will be carried out."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"85","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-270","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 7"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:01"},"new":["7. Where the converted company is","operating under an employee participation","system, that company shall be obliged to","take measures to ensure that employees'","participation rights are protected in the","event of any subsequent cross-border or","domestic merger, division or conversion","for a period of two years after the cross-","border conversion has taken effect, by","applying mutatis mutandis the rules laid","down in paragraphs 1 to 6."],"old":["7. Where the converted company is","operating under an employee participation","system, that company shall be obliged to","take measures to ensure that employees'","participation rights are protected in the","event of any subsequent cross-border or","domestic merger, division or conversion","for a period of three years after the cross-","border conversion has taken effect, by","applying mutatis mutandis the rules laid","down in paragraphs 1 to 6."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"270","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jeroen Lenaers","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-86","location":[["Proposal for a directive","Recital 52"]],"meps":[95074],"meta":{"created":"2019-07-03T06:17:02"},"new":["(52) The issue of the pre-division","certificate by the Member State of the","company being divided should be","scrutinised to ensure the legality of the","cross-border division. The competent","authority should decide whether to issue a","pre-division certificate within one month of","the application by the company has been","submitted, unless it has serious concerns as","to the existence of an artificial arrangement","aimed at obtaining undue tax advantages or","at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In such a case, the competent","authority should carry out an in-depth","assessment. However, this in-depth","assessment should not be carried out","systematically but it should be conducted","on a case-by-case basis where there are","serious concerns as to the existence of an","artificial arrangement. For their","assessment, competent authorities should","take into account at least a number of","factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","five months informing the company that","the in-depth assessment will be carried out."],"old":["(52) The issue of the pre-division","certificate by the Member State of the","company being divided should be","scrutinised to ensure the legality of the","cross-border division. The competent","authority should decide whether to issue a","pre-division certificate within one month of","the application by the company has been","submitted, unless it has serious concerns as","to the existence of an artificial arrangement","aimed at obtaining undue tax advantages or","at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In such a case, the competent","authority should carry out an in-depth","assessment. However, this in-depth","assessment should not be carried out","systematically but it should be conducted","on a case-by-case basis where there are","serious concerns as to the existence of an","artificial arrangement. For their","assessment, competent authorities should","take into account at least a number of","factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","two months informing the company that","the in-depth assessment will be carried out."],"orig_lang":"nl","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"86","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-271","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 7 a (new)"]],"meps":[190799,124847,125021,124947,96998],"meta":{"created":"2019-07-03T06:17:01"},"new":["7a. Member States shall ensure, in","accordance with Article 6 of Directive","2002/14/EC1a that employee\u2019s","representatives, when carrying out their","functions, enjoy adequate protection and","guarantees to enable them to perform","properly the duties which have been","assigned to them.","__________________","1a","Directive 2002/14/EC of the European","Parliament and of the Council of 11","March 2002 establishing a general","framework for informing and consulting","employees in the European Community -","Joint declaration of the European","Parliament, the Council and the","Commission on employee representation,","OJ L 80, 23.3.2002, p. 29\u201334"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"271","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-87","location":[[" Proposal for a directive","Recital 55"]],"meps":[190799,124847,125021,124855,96998],"meta":{"created":"2019-07-03T06:17:02"},"new":["deleted"],"old":["(55) In order to ensure that employee","","participation is not unduly prejudiced as a","result of the cross-border division where","the company carrying out the cross-","border division is operating under an","employee participation system, the","companies resulting from the division","should be obliged to take a legal form","allowing for the exercise of participation,","including through the presence of","representatives of the employees in the","appropriate management or supervisory","organs of the companies. Moreover, in","such a case, a bona fide negotiation","between the company and its employees","should take place, along the lines of the","procedure provided for in Directive","2001/86/EC, with a view to finding an","amicable solution reconciling the right of","the company to carry out a cross-border","division with the employees'' rights of","participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an","agreement, the application of standard","rules as set out in the Annex to Directive","2001/86/EC should apply mutatis","mutandis. In order to protect either the","agreed solution or the application of those","standard rules, the company should not be","able to remove the participation rights","through carrying out subsequent domestic","or cross-border conversions, mergers or","divisions within 3 years."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"87","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-272","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 8"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:01"},"new":["8. A company shall communicate to","its employees whether it chooses to apply","standard rules for participation referred","to in point (a) part 3 of the Annex or","whether it enters into negotiations within","the special negotiating body. In the latter","case the company shall communicate to its","employees the outcome of the negotiations","without undue delay."],"old":["8. A company shall communicate to","its employees the outcome of the","negotiations concerning employee","","participation without undue delay."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"272","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-88","location":[["Proposal for a directive","Recital 55"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:02"},"new":["(55) In order to ensure that employee","participation is not prejudiced as a result of","the cross-border division where the","company carrying out the cross-border","division is operating under an employee","participation system, the companies","resulting from the division should be","obliged to take a legal form allowing for","the exercise of participation, including","through the presence of representatives of","the employees in the appropriate","management or supervisory organs of the","companies. Moreover, in such a case, a","bona fide negotiation between the company","and its employees should take place, along","the lines of the procedure provided for in","Directive 2001/86/EC, with a view to","finding an amicable solution reconciling","the right of the company to carry out a","cross-border division with the employees''","rights of information, consultation and","participation. The agreement should","ensure that at least the same level of all","elements of employee involvement as","applicable in the company before the","conversion, continues to apply. As a result","of those negotiations, either a bespoke and","agreed solution or, in the absence of an","agreement, the application of standard","rules should apply mutatis mutandis. In","order to protect either the agreed solution","or the application of those standard rules,","the company should not be able to remove","the information, consultation and","participation rights through carrying out","subsequent domestic or cross-border","conversions, mergers or divisions within","10 years."],"old":["(55) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border division where","","the company carrying out the cross-border","division is operating under an employee","participation system, the companies","resulting from the division should be","obliged to take a legal form allowing for","the exercise of participation, including","through the presence of representatives of","the employees in the appropriate","management or supervisory organs of the","companies. Moreover, in such a case, a","bona fide negotiation between the company","and its employees should take place, along","the lines of the procedure provided for in","Directive 2001/86/EC, with a view to","finding an amicable solution reconciling","the right of the company to carry out a","cross-border division with the employees''","rights of participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","in the Annex to Directive 2001/86/EC","should apply mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","participation rights through carrying out","subsequent domestic or cross-border","conversions, mergers or divisions within 3","years."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"88","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-89","location":[[" Proposal for a directive","Recital 55"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:02"},"new":["(55) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border division where","the company carrying out the cross-border","division is operating under an employee","participation system, the companies","resulting from the division should be","obliged to take a legal form allowing for","the exercise of participation, including","through the presence of representatives of","the employees in the appropriate","management or supervisory organs of the","companies. Moreover, in such a case, a","bona fide negotiation between the company","and its employees should take place, along","the lines of the procedure provided for in","Directive 2001/86/EC, with a view to","ensure the employees' rights of","participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","in the Annex to Directive 2001/86/EC","should apply mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","participation rights through carrying out","subsequent domestic or cross-border","conversions, mergers or divisions within 3","years."],"old":["(55) In order to ensure that employee","","participation is not unduly prejudiced as a","result of the cross-border division where","the company carrying out the cross-border","division is operating under an employee","participation system, the companies","resulting from the division should be","obliged to take a legal form allowing for","the exercise of participation, including","through the presence of representatives of","the employees in the appropriate","management or supervisory organs of the","companies. Moreover, in such a case, a","bona fide negotiation between the company","and its employees should take place, along","the lines of the procedure provided for in","Directive 2001/86/EC, with a view to","finding an amicable solution reconciling","the right of the company to carry out a","cross-border division with the employees''","rights of participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","in the Annex to Directive 2001/86/EC","should apply mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","participation rights through carrying out","subsequent domestic or cross-border","conversions, mergers or divisions within 3","years."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"89","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-273","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 8 a (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:01"},"new":["8a. Where the converted company is","operating under an employee","participation system, that company shall","be obliged to take measures to ensure that","employees participation rights are","protected in the event of any subsequent","cross-border or domestic merger, division","or conversion for a period of 10 years","after the cross-border conversion has","taken effect, by applying mutatis mutandis","the rules laid down in paragraph 1 to 6."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"273","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-90","location":[["Proposal for a directive","Recital 55"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:02"},"new":["(55) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border division where","the company carrying out the cross-border","division is operating under an employee","participation system, the companies","resulting from the division should be","obliged to take a legal form allowing for","the exercise of participation, including","through the presence of representatives of","the employees in the appropriate","management or supervisory organs of the","companies. Moreover, in such a case, a","bona fide negotiation between the company","and its employees should take place, along","the lines of the procedure provided for in","Directive 2001/86/EC, with a view to","finding an amicable solution reconciling","the right of the company to carry out a","cross-border division with the employees''","rights of participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","in the Annex to Directive 2001/86/EC","should apply mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","participation rights through carrying out","subsequent domestic or cross-border","conversions, mergers or divisions within 2","years."],"old":["(55) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border division where","the company carrying out the cross-border","","division is operating under an employee","participation system, the companies","resulting from the division should be","obliged to take a legal form allowing for","the exercise of participation, including","through the presence of representatives of","the employees in the appropriate","management or supervisory organs of the","companies. Moreover, in such a case, a","bona fide negotiation between the company","and its employees should take place, along","the lines of the procedure provided for in","Directive 2001/86/EC, with a view to","finding an amicable solution reconciling","the right of the company to carry out a","cross-border division with the employees''","rights of participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","in the Annex to Directive 2001/86/EC","should apply mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","participation rights through carrying out","subsequent domestic or cross-border","conversions, mergers or divisions within 3","years."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"90","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-274","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86l \u2013 paragraph 8 a (new)"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:01"},"new":["8a. Member States shall provide for","appropriate measures in the event of non-","compliance with the provisions in this","Article by the converting company. In","particular, they shall ensure that adequate","administrative or judicial procedures are","available to enable the obligations","deriving from this Article to be enforced."],"old":[""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"274","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-91","location":[[" Proposal for a directive","Recital 56"]],"meps":[190799,124847,125021,124855,96998],"meta":{"created":"2019-07-03T06:17:02"},"new":["deleted"],"old":["(56) In order to prevent the","circumvention of the employee","participation rights by means of a cross-","border division, the company carrying out","a division which is registered in the","Member State which provides for the","employee participation rights, should not","","be able to perform a cross-border division","without first entering into negotiations","with its employees or their representatives","when the average number of employees","employed by that company is equivalent to","four fifths of the national threshold for","triggering such employee participation."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"91","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-92","location":[["Proposal for a directive","Recital 56"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:02"},"new":["(56) In order to prevent the","circumvention of the employee","participation rights by means of a cross-","border division, the company carrying out","a division which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border division","without first entering into negotiations with","its employees or their representatives."],"old":["(56) In order to prevent the","circumvention of the employee","participation rights by means of a cross-","border division, the company carrying out","a division which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border division","without first entering into negotiations with","its employees or their representatives when","the average number of employees","employed by that company is equivalent to","four fifths of the national threshold for","triggering such employee participation."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"92","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-275","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 8 b (new)"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:02"},"new":["8b. Member States shall also provide","for adequate sanctions to be applicable in","the event of infringement of this Article by","the converting company. These sanctions","must be effective, proportionate and","dissuasive."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"275","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-93","location":[["Proposal for a directive","Recital 56"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:03"},"new":["(56) In order to prevent the","circumvention of the employee","participation rights by means of a cross-","border division, the company carrying out","a division which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border division","without first entering into negotiations with","its employees or their representatives."],"old":["(56) In order to prevent the","circumvention of the employee","","participation rights by means of a cross-","border division, the company carrying out","a division which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border division","without first entering into negotiations with","its employees or their representatives when","the average number of employees","employed by that company is equivalent to","four fifths of the national threshold for","triggering such employee participation."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"93","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-276","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86l \u2013 paragraph 8 c (new)"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:02"},"new":["8c. As soon as following the","applicability of Art. 86l (3) in the first case","referred to in paragraph 2, a threshold of","the departure member state is exceeded","new negotiations need to be initiated","according to the following provisions of","this article. Different from Art. 86l (5) the","standard rules refer to the level of","employee participation that would be","legally foreseen for the company in the","country of origin above the threshold if","the company had not undergone the","cross-border conversion."],"old":[""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"276","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-94","location":[[" Proposal for a directive","Recital 56"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:03"},"new":["(56) In order to prevent the","circumvention of the employee","participation rights by means of a cross-","border division, the company carrying out","a division which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border division","without first entering into negotiations with","its employees or their representatives when","the average number of employees","employed by that company is equivalent to","the national threshold for triggering such","employee participation."],"old":["(56) In order to prevent the","circumvention of the employee","participation rights by means of a cross-","border division, the company carrying out","a division which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border division","without first entering into negotiations with","its employees or their representatives when","the average number of employees","employed by that company is equivalent to","four fifths of the national threshold for","triggering such employee participation."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"94","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-277","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86m \u2013 paragraph 2 \u2013 point b"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:02"},"new":["(b) the reports referred to in Articles","86e, 86f and 86g, as appropriate, and","including the employees\u2019 opinion and","response of the management referred to","in article 86f, (4) and (4a);"],"old":["(b) the reports referred to in Articles","86e, 86f and 86g, as appropriate;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"277","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-95","location":[[" Proposal for a directive","Recital 56"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:03"},"new":["(56) In order to prevent the","circumvention of the employee","participation rights by means of a cross-","border division, the company carrying out","a division which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border division","without first entering into negotiations with","its employees or their representatives when","the average number of employees","employed by that company exceeds 500."],"old":["(56) In order to prevent the","circumvention of the employee","participation rights by means of a cross-","border division, the company carrying out","a division which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border division","without first entering into negotiations with","its employees or their representatives when","the average number of employees","employed by that company is equivalent to","four fifths of the national threshold for","triggering such employee participation."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"95","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-278","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86m \u2013 paragraph 2 \u2013 point b"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:02"},"new":["(b) the reports referred to in Articles","86e and 86g;"],"old":["(b) the reports referred to in Articles","86e, 86f and 86g, as appropriate;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"278","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-96","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 1 a (new)"],["Directive (EU) 2017/1132","Article 1 a (new)"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:03"},"new":["(-1) in Title I, Chapter I, the following","Article 1a is inserted:","\u201cArticle 1a","Definitions","For the purposes of this Directive:","(1) \"employees' representatives\"","means the employees' representatives","provided for by Union and national law","and/or practice;","(2) \"involvement of employees\"","means any mechanism, including","information, consultation and","participation, through which employees'","representatives may exercise an influence","on decisions to be taken within the","company;","(3) \"information\" means the","informing of the representative of the","employees and/or employees'","representatives by the competent organ of","the company on questions which concern","the company itself and any of its","subsidiaries or establishments situated in","another Member State or which exceed","the powers of the decision-making organs","in a single Member State at a time, in a","manner and with a content which allows","the employees' representatives to","undertake an in-depth assessment of the","possible impact and, where appropriate,","prepare consultations with the competent","organ of the company;","(4) \"consultation\" means the","establishment of dialogue and exchange","of views between the body representative","of the employees and/or the employees'","representatives and the competent organ","of the company, at a time, in a manner","and with a content which allows the","employees' representatives, on the basis of","information provided, to express an","opinion on measures envisaged by the","competent organ which may be taken into","account in the decision-making process","within the company;","(5) \"participation\" means the","influence of the body representative of the","employees and/or the employees'","representatives in the affairs of a","company by way of: the right to elect or","appoint some of the members of the","company's supervisory or administrative","organ, or the right to recommend and/or","oppose the appointment of some or all of","the members of the company's supervisory","or administrative organ;","(6) \u201cartificial arrangement\u2019 means a","company structure set up for abusive","purposes or, improperly or fraudulently","taking advantage of provisions of Union","and national law, such as through the","circumvention of legal and contractual","rights of employees, creditors', or minority","shareholders', avoidance of rules on","employee involvement, social security","payments or tax obligations normally due","on profits generated, through for example","through a fictitious establishment or a","company with delegated management not","carrying out any substantive economic","activity supported by staff, equipment,","assets and premises, in particular in the","case of a \u2018letterbox\u2019 or \u2018front\u2019 company;"],"old":["",""],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"96","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-279","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86m \u2013 paragraph 1 \u2013 point b a (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:02"},"new":["(ba) the opinion of the employees\u2019","representation in accordance with Article","86f (4)."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"279","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-97","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 1 a (new)"],["Directive (EU) 2017/1132","Article 1 a (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:03"},"new":["(1a) Within this directive the","management or administrative organ is","responsible for managing the company in","the interests of the company, that is,","taking account of the interest of the","members, its employees and other","stakeholders, with the objectives of","sustainable creation of value."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"97","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-280","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86m \u2013 paragraph 5 \u2013 point b"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:02"},"new":["(b) all comments and opinions","submitted by interested parties in","accordance with Article 86h (1),","particularly the opinion referred in Article","86 f (4);"],"old":["(b) all comments and opinions","submitted by interested parties in","accordance with Article 86h(1);"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"280","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-98","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point -1 (new)"],[" Directive (EU) 2017/1132","Article 1 a (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:03"},"new":["(-1) In Title I, Chapter I, the following","Article 1 a is inserted:","\u201cArticle 1a","Definitions","(1) \u00b4information\u00b4 means the informing","of the representative of the employees","and/or employees' representatives at the","relevant level by the competent organ of","the company on questions which concern","the company itself and any of its","subsidiaries or establishments situated in","another Member State or which exceed","the powers of the decision-making organs","in a single Member State at a time, in a","manner and with a content which allows","the employees' representatives to","undertake an in-depth assessment of the","possible impact and, where appropriate,","prepare consultations with the competent","organ of the company;","(2) \u00b4consultation\u00b4 means the","establishment of dialogue and exchange","of views between the body representative","of the employees and/or the employees\u00b4","representatives and the competent organ","of the company, at the time in a manner","and with the content which allows the","employees\u00b4 representatives, on the basis of","information provided to express an","opinion on the measures envisaged and to","meet with the Executive management and","to obtain a response, and the reasons for","that response, to any opinion they might","formulate by the competent organ before","the final decision is adopted. Executive","management shall take into account","employee\u00b4s opinion in the decision-","making process within the company;","(3) \u00b4artificial arrangement\u201d means a","company structure set up for abusive","purposes, improperly or fraudulently","taking advantage of provisions laid down","by law, collective agreements or contracts","of, such as the circumvention of rights of","employees, creditors\u00b4, or minority","shareholders, avoidance of rules of","employee involvement, social security","contributions or tax obligations, such as","letter-box companies and \u00b4 front`-","companies not carrying out any","substantive economic activity supported","by staff, equipment, assets and premises,","or aimed at obscuring ownership","relations;","(4) \u00b4head office\u00b4 means the place","where key management, and commercial","decisions that are necessary of the","conduct of the entity\u00b4s business as a whole","are in substance taken;\u201d"],"old":[""],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"98","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-281","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86m \u2013 paragraph 7 \u2013 introductory part"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:02"},"new":["7. Member States shall ensure that the","assessment by the competent authority is","carried out within one month of the date of","receipt of the report by the independent","expert. It shall have one of the following","outcomes:"],"old":["7. Member States shall ensure that the","assessment by the competent authority is","carried out within one month of the date of","receipt of the information concerning the","approval of the conversion by the general","meeting of the company. It shall have one","of the following outcomes:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"281","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-99","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 1 b (new)"]],"meps":[190799,124847,125021,124855,124947],"meta":{"created":"2019-07-03T06:17:03"},"new":["(1b) After Article 1a, the following","Article 1b is inserted:","\u201cArticle 1b","Definitions","For the purposes of this Directive","(7) \u2018head office\u2019 means the place","where key management and commercial","decisions that are necessary for the","conduct of the company\u2019s business as a","whole are in substance made.\u201d"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"99","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-100","location":[[" Proposal for a directive","Article premier \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 a \u2013 paragraph 1"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:03"},"new":["1a. The Member State of destination","may require a company which is","transferring its registered office to its","territory to simultaneously relocate its","central administration, where this","requirement is laid down in national","legislation for undertakings established in","their territory."],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"100","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-282","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86m \u2013 paragraph 7 \u2013 point a"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:02"},"new":["(a) where the competent authority","determines that the cross-border","conversion falls within the scope of the","national provisions transposing this","Directive, that it complies with all the","relevant conditions and that all necessary","procedures and formalities have been","completed and if there are no indications","for circumventing employee participation","rules, the competent authority shall issue","the pre-conversion certificate;"],"old":["(a) where the competent authority","determines that the cross-border","conversion falls within the scope of the","national provisions transposing this","Directive, that it complies with all the","relevant conditions and that all necessary","procedures and formalities have been","completed, the competent authority shall","issue the pre-conversion certificate;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"282","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-101","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 b \u2013 point 6 a (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:03"},"new":["(6a) \"information\" means the","transmission by the employer to the","employees and/or employees'","representatives at the relevant level, of","data which concern the company itself","and any of its subsidiaries or","establishments situated in another","Member State, in order to enable them to","acquaint themselves with the subject","matter and to examine it. This shall take","place at a time, in a manner and with a","content which allows the employees and","representatives to undertake an in-depth","assessment of the possible impact and,","where appropriate, prepare consultations","with the competent organ of the company;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"101","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-283","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86n \u2013 paragraph 1"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:02"},"new":["1. Member States shall ensure in order","to assess whether the cross-border","conversion constitutes an artificial","arrangement, that the competent authority","of the departure Member State carries out","an in-depth assessment of all relevant facts","and circumstances and shall take into","account at a minimum the following:","(i) the characteristics of the establishment","in the destination Member State, including","the intent, the sector, the investment, the","net turnover and profit or loss,","(ii) the number of employees working in","the country of destination, the number of","employees working in another country","grouped according to the country of work,","the number of employees posted in the","year prior to the conversion within the","meanings of Regulation (EC) No","883/2004 and Directive 96/71/EC, the","number of employees working","simultaneously in more than one Member","State within the meaning of Regulation","(EC) No 883/2004, the composition of the","balance sheet,","(iii) the tax residence,","(iv) the assets and their location,","(v) the habitual place of work of the","employees and of specific groups of","employees,","(vi) the places where social contributions","are due,","(vii) and the commercial risks assumed by","the converted company in the destination","Member State and the departure Member","State, and","(viii) the composition of the balance sheet","and of the financial statement in the","destination Member State and in all","Member States in which the company","operates in the last two fiscal years."],"old":["1. Member States shall ensure in order","to assess whether the cross-border","conversion constitutes an artificial","arrangement within the meaning of Article","86c(3), that the competent authority of the","departure Member State carries out an in-","depth assessment of all relevant facts and","circumstances and shall take into account","at a minimum the following: the","characteristics of the establishment in the","destination Member State, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and their","location, the habitual place of work of the","employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the converted company in","the destination Member State and the","departure Member State.","",""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"283","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-102","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 b \u2013 point 6 a (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:03"},"new":["(6a) 'employee participation' means the","influence of the employees and/or the","employees\u00b4 representatives in the affairs","of a company byway of the right to elect","or appoint some of the members of the","company\u00b4 supervisory or administrative","organ."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"102","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-284","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86n \u2013 paragraph 1"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:02"},"new":["1. Member States shall ensure in order","to assess whether the cross-border","conversion constitutes an artificial","arrangement within the meaning of Article","86c(3), that the competent authority of the","departure Member State carries out an in-","depth assessment of all relevant facts and","circumstances and shall take into account","at a minimum the following: the","characteristics of the establishment in the","destination Member State, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the tax residence, the assets","and their location, the habitual place of","work of the employees and of specific","groups of employees, the place where","social contributions are due and the","commercial risks assumed by the converted","company in the destination Member State","and the departure Member State the","composition of the balance sheet and of","the financial statement in the destination","Member State and in all Member States in","which the company operates in the last","two fiscal years. The competent authority","shall be able to ask questions and to","request information to the competent","authority of the destination Member State."],"old":["1. Member States shall ensure in order","to assess whether the cross-border","conversion constitutes an artificial","arrangement within the meaning of Article","86c(3), that the competent authority of the","departure Member State carries out an in-","depth assessment of all relevant facts and","circumstances and shall take into account","at a minimum the following: the","characteristics of the establishment in the","destination Member State, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and their","location, the habitual place of work of the","employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the converted company in","the destination Member State and the","","departure Member State."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"284","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Jeroen Lenaers","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-285","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86o \u2013 paragraph 2"]],"meps":[95074],"meta":{"created":"2019-07-03T06:17:02"},"new":["Member States shall ensure that","where the competent authority referred to","in paragraph 1 decides to carry out an in-","depth assessment, it is able to hear the","company and all parties that have","submitted observations pursuant Article","86h(1)(c) in accordance with national law.","The competent authorities referred to in","paragraph 1 may also hear any other","interested third parties in accordance with","national law. The competent authority shall","take its final decision regarding the issue of","the pre-conversion certificate within five","months from the start of the in-depth","assessment."],"old":["2. Member States shall ensure that","where the competent authority referred to","in paragraph 1 decides to carry out an in-","depth assessment, it is able to hear the","company and all parties that have","submitted observations pursuant Article","86h(1)(c) in accordance with national law.","The competent authorities referred to in","paragraph 1 may also hear any other","interested third parties in accordance with","national law. The competent authority shall","take its final decision regarding the issue of","the pre-conversion certificate within two","months from the start of the in-depth","assessment."],"orig_lang":"nl","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"285","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-103","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 b \u2013 point 6 b (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:03"},"new":["(6b) 'participation' means the influence","of the employees and/or the employees'","representatives in the affairs of a","company byway of the right to elect or","appoint some of the members of the","company's supervisory or administrative","organ;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"103","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-286","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:02"},"new":["(da) the arrangements made for the","exercise of the rights of creditors,","members and employees, in particular","whether","(i) a European works council exists and","how the necessary information and","consultation procedures have been","applied,","(ii) employee board level representation","rights have been considered (or are not","applicable) and","(iii) where applicable, a special","negotiating body has been formed and","(iv) where applicable, the standard rules","have been applied."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"286","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-104","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 b \u2013 point 6 c (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:03"},"new":["(6c) 'consultation' means the exchange","of views and establishment of dialogue","between the employees and/or the","employees' representatives and the","employer, with the employee\u2019s opinion","being taken into account in the decision-","making process within the company. This","shall take place at a time, in a manner","and with a content which allows the","employees and representatives, on the","basis of information provided, to express","an opinion on the measures envisaged. It","shall allow to meet with the Executive","management and obtain a reasoned and","exhaustive response before the final","decision is adopted;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"104","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-287","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:02"},"new":["'employee participation\u00b4 means the","influence of the employees and/or the","employees representatives in the affairs of","a company by way of the right to elect or","appoint some of the members of the","company\u00b4 supervisory or administrative","organ."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"287","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-105","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 2 \u2013 point a"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:03"},"new":["(a) proceedings have been instituted","for the winding-up, liquidation, or","insolvency of that company; or genuine","suspicion of not paying social security","contributions and/or income taxes and/or","of infringement of workers\u2019 rights."],"old":["(a) proceedings have been instituted","for the winding-up, liquidation, or","insolvency of that company;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"105","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-288","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4 a (new)"],[" Directive (EU) 2017/1132","Article 119 \u2013 point 2 a (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:02"},"new":["(4a) In article 119, the following point","2 a is inserted:","(2a) \"information\" means the","transmission by the employer to the","employees and/or employees'","representatives at the relevant level, of","data which concern the company itself","and any of its subsidiaries or","establishments situated in another","Member State, in order to enable them to","acquaint themselves with the subject","matter and to examine it. This shall take","place at a time, in a manner and with a","content which allows the employees and","representatives to undertake an in-depth","assessment of the possible impact and,","where appropriate, prepare consultations","with the competent organ of the company;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"288","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-289","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4 b (new)"],[" Directive (EU) 2017/1132","Article 119 \u2013 point 2 b (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:02"},"new":["(4b) In article 119, the following point","2 b is inserted:","(2b) \u201cconsultation\" means the","exchange of views and establishment of","dialogue between the employees and/or","the employees' representatives and the","employer, with the employee\u2019s opinion","being taken into account in the decision-","making process within the company. This","shall take place at a time, in a manner","and with a content which allows the","employees and representatives ,on the","basis of information provided, to express","an opinion on the measures envisaged. It","shall allow to meet with the Executive","management and obtain a reasoned and","exhaustive response before the final","decision is adopted;"],"old":[""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"289","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-106","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 2 \u2013 point e a (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:03"},"new":["(ea) the company is under","investigation, is being prosecuted or has","been convicted in the last 3 years for","infringements of employment legislation","or workers\u2019 rights, social or tax fraud, tax","evasion, tax avoidance or money","laundering or any other financial crime;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"106","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-290","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4 c (new)"],["Directive (EU) 2017/1132","Article 119 \u2013 point 2 c (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:02"},"new":["(4c) In article 119, the following point","2 c is inserted:","(2c) \"participation\u201d means the","influence of the employees and/or the","employees' representatives in the affairs","of a company byway of the right to elect","or appoint some of the members of the","company's supervisory or administrative","organ"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"290","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-107","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 2 \u2013 point e a (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:03"},"new":["(ea) disciplinary of administrative","action or criminal sanctions and decisions","have been taken involving fraudulent","practices which are directly relevant to the","companies\u00b4 competences or reliability."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"107","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-291","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4 d (new) "]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:02"},"new":["(4d) In article 119, the following point","2 d is inserted:","(2d) \u201chead office\u201d means the place","where key management, and commercial","decisions are made that are necessary for","the conduct of the entity\u2019s business as a","whole;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"291","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-108","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:03"},"new":["(eb) the company has a backlog in tax","or social security payments;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"108","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-292","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 5"],[" Directive (EU) 2017/1132","Article 120 \u2013 paragraph 4 \u2013 introductory part"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:02"},"new":["4. Member States shall ensure that","where a company intends to carry out a","cross-border merger, the Member States","concerned verify that the cross-border","merger complies with the conditions laid","down in this paragraph. A company shall","not be entitled to carry out a cross-border","merger in any of the following","circumstances:"],"old":["4. Member States shall ensure that","this Chapter does not apply to the","company or companies where:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"292","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-109","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 2 \u2013 point e c (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:04"},"new":["(ec) the company is under","investigation, is being prosecuted or has","been convicted in the last 3 years for","violations of fundamental or human","rights;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"109","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-293","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 5"],[" Directive (EU) 2017/1132","Article 120 \u2013 paragraph 4 \u2013 point e a (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:03"},"new":["(ea) a company is under investigation,","is being prosecuted or has been convicted","in the last 3years for infringements of","employment legislation or workers\u2019 rights,","social or tax fraud, tax evasion, tax","avoidance or money laundering or any","other financial crime;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"293","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-110","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 3"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:04"},"new":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement. Companies","carrying out the cross-border conversion","shall prove to have a real establishment","and to pursue genuine and substantial","economic activities in the destination","Member State according to the following","criteria which needs to be met in an","ongoing way:","(a) the EBITDA generated by the","operations of the company in the","destination Member State in the last two","fiscal years corresponds at least to 25 %","EBIDTA generated by the company in the","European Union;","(b) the company shall have a fixed","establishment performing substantial","business activities with material premises,","a relevant number of permanent employed","workers, and a management body that is","materially equipped to negotiate business","with third parties;","The head office of the converted company","shall be located on the destination","Member State within 5 months from the","date on which the cross-border conversion","takes effect according to Article 86r;"],"old":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or minority","members."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"110","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-294","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 5"],["Directive (EU) 2017/1132","Article 120 \u2013 paragraph 4 \u2013 point e b (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:03"},"new":["(eb) a company has a backlog in tax or","social security payments;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"294","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-295","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 5"],["Directive (EU) 2017/1132","Article 120 \u2013 paragraph 4 \u2013 point e c (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:03"},"new":["(ec) the company is under","investigation, is being prosecuted or has","been convicted in the last 3 years for","violations of fundamental or human","rights;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"295","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-111","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 3"]],"meps":[190799,124847,125021,124855,124947],"meta":{"created":"2019-07-03T06:17:04"},"new":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement. The company","carrying out the cross-border conversion","shall demonstrate on the basis of","ascertainable objective factors, the actual","establishment and the pursuit of genuine","economic activity in the destination","Member State for an indefinite period.","The company carrying out the cross-","border conversion shall be presumed to","have an actual establishment and to","pursue genuine economic activity in the","destination Member State where it can","demonstrate that it has a fixed","establishment in that State which has the","objective appearance of permanency, has","a management body and is materially","equipped to negotiate business with third","parties so that the latter do not have to","deal directly with the parent body, which","is abroad, but may transact business at","the place of business constituting the","establishment."],"old":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or minority","members."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"111","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-296","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point -a (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:03"},"new":["(-a) the introductory part is replaced by","the following:","\u201cThe management or administrative","organ, including employee board level","representatives, of each of the merging","companies shall draw up the common","draft terms of the cross-border merger.","The common draft terms of a cross-border","merger shall include at least the following","information:\u201d"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"296","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-112","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 3"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:04"},"new":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an abuse","of law or a fraudulent act."],"old":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or minority","","","members."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"112","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-297","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 7 \u2013 point -a"],[" Directive (EU) 2017/1132","Article 122 \u2013 introductory part"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:03"},"new":["(-a) the introductory part is replaced by","the following:","\u201cThe management or administrative","organ including employee board level","representatives, of each of the merging","companies shall draw up the common","draft terms of a cross-border merger. The","common draft terms of a cross-border","merger shall include at least the following","particulars:\u201d"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"297","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-113","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 3"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:04"},"new":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines, on","reasoned and objective grounds, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or minority","members."],"old":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or minority","members."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"113","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-298","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 7 \u2013 point -a a (new)"],["Directive (EU) 2017/1132","Article 122 \u2013 point (a a) (new)"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:03"},"new":["(-aa) after point (a) the following point","is added:","(aa) detailed information about the","transfer of the head office of the company","to the destination Member State, in case it","is not already located there;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"298","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-114","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 3 a (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:04"},"new":["3a. The company carrying out the","cross-border conversions shall provide","substantive information to demonstrate it","has an actual establishment and pursues","genuine and substantial economic activity","in the destination Member State. To this","end, at least the following conditions have","to be met:","(a) the EBIDTA generated by the","operations of the company in the","destination Member State in the last two","fiscal years corresponds at least to 25%","EBITDA generated by the company in the","European Union;","(b) the company shall have a fixed","establishment performing substantial","business activities with material premises,","a relevant number of workers employed","on permanent basis, and a management","body that is materially equipped to","negotiate business with third parties.","In any case, the head office of the","converted company shall be relocated to","the destination Member State within 5","months from the date on which the cross-","border conversion takes effect, according","to Article 86r."],"old":[""],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"114","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-115","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 introductory part"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:04"},"new":["1. The management or administrative","organ, including employee board level","representatives, of the company which","intends to carry out a cross-border","conversion shall draw up the draft terms of","a cross-border conversion. The draft terms","of a cross-border conversion. If the","company is subject to board level","employee representation, this board shall","be included into the decision on the draft","terms in accordance with national law","and practice. The draft terms of a cross-","border conversion shall include at least the","following:"],"old":["1. The management or administrative","organ of the company which intends to","carry out a cross-border conversion shall","draw up the draft terms of a cross-border","conversion. The draft terms of a cross-","border conversion shall include at least the","following:",""],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"115","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-299","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 7 \u2013 point b a (new)"],["Directive (EU) 2017/1132","Article 122 \u2013 paragraph 7 \u2013 point o (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:03"},"new":["(ba) the following points (o) and (p) are","added:","(o) detailed information on the head","office;","(p) the reasons for the merger;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"299","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-300","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 7 \u2013 point b b (new)"],[" Directive (EU) 2017/1132","Article 122 \u2013 paragraph 7 \u2013 point q (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:03"},"new":["(bb) the following points (q) to (y) are","added:","(q) the name of the ultimate undertaking","and, where applicable, the list of all its","subsidiaries, a brief description of the","nature of their activities and their","respective geographic allocation;","(r) the number of employees on a full-time","equivalent basis;","(s) fixed assets other than cash or cash","equivalents; the amount of the net","turnover, including a distinction between","the turnover made with related parties","and the turnover made with unrelated","parties;","(t) the amount of profit or loss before","income tax;","(u) the amount of income tax accrued","(current year)which is the current tax","expense recognised on taxable profits or","losses of the financial year by","undertakings and branches resident for","tax purposes in the relevant tax","jurisdiction;","(v) the amount of income tax paid which","is the amount of income tax paid during","the relevant financial year by","undertakings and branches resident for","tax purposes in the relevant tax","jurisdiction;","(w) the amount of accumulated earnings;","stated capital;","(x) details of public subsidies received and","any donations made to politicians,","political organisations or political","foundations;","(y) whether undertakings, subsidiaries or","branches benefit from preferential tax","treatment, from a patent box or equivalent","regimes."],"old":[""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"300","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-116","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 introductory part"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:04"},"new":["1. The management or administrative","organ, including employee board level","representatives, of the company which","intends to carry out a cross-border","conversion shall draw up the draft terms of","a cross-border conversion. The draft terms","of a cross-border conversion shall include","at least the following:"],"old":["1. The management or administrative","organ of the company which intends to","carry out a cross-border conversion shall","draw up the draft terms of a cross-border","conversion. The draft terms of a cross-","border conversion shall include at least the","following:"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"116","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-301","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 7 \u2013 point c"],["Directive (EU) 2017/1132","Article 122 \u2013 second subparagraph"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:03"},"new":["In addition to the official language of each","Member State of the merging companies,","Member States shall allow the merging","companies to use a language customary in","the sphere of international business and","finance to draw up the common draft terms","of a cross-border merger and all other","related documents. Member States shall","specify which language will prevail in the","case of discrepancies identified between","the different linguistic versions of those","documents. Members, employees or","creditors shall have the possibility to","comment on these draft terms. The","comments shall be included in the final","report and be made public."],"old":["In addition to the official language of each","Member State of the merging companies,","Member States shall allow the merging","companies to use a language customary in","the sphere of international business and","finance to draw up the common draft terms","of a cross-border merger and all other","related documents. Member States shall","specify which language will prevail in the","case of discrepancies identified between","the different linguistic versions of those","documents.;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"301","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-302","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) 2017/1132","Article 123 \u2013 paragraph 3 \u2013 point c"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:03"},"new":["(c) an indication, for each of the","merging companies, of the arrangements","made for the exercise of the rights of","creditors, members and employees, in","particular whether","(i) a European works council exists and","how the necessary information and","consultation procedures have been","applied,","(ii)employee board level representation","rights have been considered (or are not","applicable) and","(iii) where applicable, a special","negotiating body has been formed and","(iv)where applicable, the standard rules","have been applied;"],"old":["(c) an indication, for each of the","merging companies, of the arrangements","made for the exercise of the rights of","creditors, employees and members;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"302","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-117","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 introductory part"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:04"},"new":["1. The management or administrative","organ of the company which intends to","carry out a cross-border conversion not","less than two months before the date of","the general meeting referred to in Article","86i.","The draft terms of a cross-border","conversion shall include at least the","following:"],"old":["1. The management or administrative","organ of the company which intends to","carry out a cross-border conversion shall","draw up the draft terms of a cross-border","conversion. The draft terms of a cross-","border conversion shall include at least the","following:",""],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"117","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-118","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point a"]],"meps":[190799,124847,125021,124855,124947],"meta":{"created":"2019-07-03T06:17:04"},"new":["(a) the legal form, name, location of","the registered office, of the company in the","departure Member State;"],"old":["(a) the legal form, name and registered","office of the company in the departure","Member State;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"118","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-303","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) 2017/1132","Article 124 \u2013 title"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:03"},"new":["Article 124","Report of the management or","administrative organ to the members and","to the representatives of the employees"],"old":["Article 124","Report of the management or","administrative organ to the members"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"303","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-119","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point d a (new)"]],"meps":[190799,124847,125021,124855,124947],"meta":{"created":"2019-07-03T06:17:04"},"new":["(da) detailed information on the","transfer of the central administration or","principle place of business;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"119","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-304","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) 2017/1132","Article 124 \u2013 paragraph 1 \u2013 introductory part"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:03"},"new":["1. The management or administrative","organ of each of the merging companies","shall draw up a report explaining and","justifying to members, the legal and","economic aspects of the cross-border","merger and explaining to the","representatives of the employees the","implications of the cross-border merger","for them."],"old":["1. The management or administrative","organ of each of the merging companies","shall draw up a report explaining and","justifying the legal and economic aspects","of the cross-border merger ."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"304","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-120","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:04"},"new":["(da) new detailed information on the","transfer of the head office;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"120","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-305","location":[["Proposal for a 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office;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"121","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-306","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["\u00b4Directive (EU) 2017/1132","Article 124 \u2013 paragraph 2 \u2013 point e b (new)"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:04"},"new":["(eb) any material changes in the","conditions of employment and in the","locations of the companies places of","business"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"306","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-122","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point h"]],"meps":[190799,124847,125021,124855,124947],"meta":{"created":"2019-07-03T06:17:04"},"new":["(h) any additional salary, bonuses","relating to the conversion or other special","advantages granted to members of the","administrative, management, supervisory","or controlling organ of the converted","company;"],"old":["(h) any special advantages granted to","members of the administrative,","management, supervisory or controlling","organ of the converted company;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"122","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-307","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) 2017/1132","Article 124 \u2013 paragraph 2 \u2013 point e c (new)"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:04"},"new":["(ec) whether the factors set out in","points (a), (ea), and (eb) also relate to any","subsidiaries of the merging companies."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"307","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-123","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point i a (new)"]],"meps":[190799,124847,125021,124855,124947],"meta":{"created":"2019-07-03T06:17:04"},"new":["(ia) the consequences of the cross-","border conversion for the employees,","including likely changes to the workforce,","its organisation, or to the work description","or place of specific posts and the","consequences for the employees","upholding such posts including its","subsidiaries and branches located within","the Member States, carrying out a cross-","border conversion;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"123","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-308","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) 2017/1132","Article 124 \u2013 paragraph 3"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:04"},"new":["3. The report shall be made available,","at least electronically, to the members of","each of the merging companies not less","than one month before the date of the","general meeting referred to in Article 126.","The report shall also be made similarly","available to the representatives of the","employees of each of the merging","companies, or where there are no such","representatives, to the European Works","Council, the representatives of the","employees of each of the merging","companies, or where there are no such","representatives, to employees themselves","and the trade unions in the company.","However, where the approval of the merger","is not required by general meeting of the","acquiring company in accordance with","Article 126(3), the report shall be made","available, at least one month before the","date of the general meeting of the other","merging company or companies."],"old":["3. The report shall be made available,","at least electronically, to the members of","each of the merging companies not less","than one month before the date of the","general meeting referred to in Article 126.","The report shall also be made similarly","available to the representatives of the","employees of each of the merging","companies, or where there are no such","","representatives, to the employees","themselves. However, where the approval","of the merger is not required by general","meeting of the acquiring company in","accordance with Article 126(3), the report","shall be made available, at least one month","before the date of the general meeting of","the other merging company or companies."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"308","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-309","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) 2017/1132","Article 124 \u2013 paragraph 3"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:04"},"new":["3. The report shall be made available,","at least electronically, to the members of","each of the merging companies and to the","representatives of the employees of each","of the merging companies or, where there","are no such representatives, to the","employees themselves, not less than one","month before the date of the general","meeting referred to in Article 126. The","report shall also be made similarly","available to the representatives of the","employees of each of the merging","companies, or where there are no such","representatives, to the employees","themselves. However, where the approval","of the merger is not required by general","meeting of the acquiring company in","accordance with Article 126(3), the report","shall be made available, at least one month","before the date of the general meeting of","the other merging company or companies."],"old":["3. The report shall be made available,","at least electronically, to the members of","each of the merging companies not less","than one month before the date of the","general meeting referred to in Article 126.","The report shall also be made similarly","available to the representatives of the","employees of each of the merging","companies, or where there are no such","representatives, to the employees","themselves. However, where the approval","of the merger is not required by general","meeting of the acquiring company in","accordance with Article 126(3), the report","shall be made available, at least one month","before the date of the general meeting of","the other merging company or companies.","",""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"309","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-124","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point j"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:04"},"new":["(j) the likely repercussions of the","cross-border conversion on employment,","wage development and company level","social dialogue including board level","representation of employee","representatives"],"old":["(j) the likely repercussions of the","cross-border conversion on employment"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"124","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-310","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) 2017/1132","Article 124 \u2013 paragraph 3"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:04"},"new":["3. The report shall be made available,","at least electronically, to the members of","each of the merging companies not less","than one month before the date of the","general meeting referred to in Article 126.","The report shall also be made similarly","available to the representatives of the","employees of each of the merging","companies, or where there are no such","representatives, to the employees","themselves and to the European Works","Council, where applicable. However,","where the approval of the merger is not","required by general meeting of the","acquiring company in accordance with","Article 126(3), the report shall be made","available, at least one month before the","date of the general meeting of the other","merging company or companies."],"old":["3. The report shall be made available,","at least electronically, to the members of","each of the merging companies not less","than one month before the date of the","general meeting referred to in Article 126.","The report shall also be made similarly","available to the representatives of the","employees of each of the merging","companies, or where there are no such","representatives, to the employees","themselves. However, where the approval","of the merger is not required by general","meeting of the acquiring company in","accordance with Article 126(3), the report","shall be made available, at least one month","before the date of the general meeting of","the other merging company or companies."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"310","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-125","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point k"]],"meps":[190799,124847,125021,124855,124947],"meta":{"created":"2019-07-03T06:17:05"},"new":["(k) the likely repercussions of the","cross-border conversion on employment","information on the procedures by which","arrangements for the involvement of","employees in the definition of their rights","to information, consultation and","participation in the converted company are","determined pursuant to Article 86l and on","the possible options for such arrangements."],"old":["(k) where appropriate, information on","the procedures by which arrangements for","the involvement of employees in the","definition of their rights to participation in","the converted company are determined","pursuant to Article 86l and on the possible","options for such arrangements."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"125","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-311","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) 2017/1132","Article 124 \u2013 Paragraph 3"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:04"},"new":["3. The report shall be made available,","at least electronically, to the members of","each of the merging companies not less","than two months before the date of the","general meeting referred to in Article 126.","The report shall also be made similarly","available to the representatives of the","employees of each of the merging","companies, or where there are no such","representatives, to the employees","themselves. However, where the approval","of the merger is not required by general","meeting of the acquiring company in","accordance with Article 126(3), the report","shall be made available, at least one month","before the date of the general meeting of","the other merging company or companies."],"old":["3. The report shall be made available,","at least electronically, to the members of","each of the merging companies not less","than one month before the date of the","general meeting referred to in Article 126.","The report shall also be made similarly","available to the representatives of the","employees of each of the merging","companies, or where there are no such","representatives, to the employees","themselves. However, where the approval","of the merger is not required by general","meeting of the acquiring company in","accordance with Article 126(3), the report","shall be made available, at least one month","before the date of the general meeting of","the other merging company or companies."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"311","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-126","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point k"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:05"},"new":["(k) where they exist, information on","the procedures by which arrangements for","the involvement of employees in the","definition of their rights to participation in","the converted company are determined","pursuant to Article 86l and on the possible","options for such arrangements."],"old":["(k) where appropriate, information on","the procedures by which arrangements for","the involvement of employees in the","definition of their rights to participation in","the converted company are determined","pursuant to Article 86l and on the possible","options for such arrangements."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"126","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-312","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) 2017/1132","Article 124 \u2013 paragraph 3 a (new)"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:04"},"new":["3a. Where the management or","administrative organ of one or more of","the merging companies receives, in good","time, an opinion from the representatives","of their employees, or, where there are no","such representatives, from the employees","themselves, as provided for under","national law, the members shall be","informed thereof and that opinion shall","be appended to the report."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"312","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-313","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) 2017/1132","Article 124 \u2013 paragraph 4"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:04"},"new":["deleted"],"old":["4. However, the report referred to in","paragraph 1, shall not be required where","all the members of the merging","companies have agreed to waive this","requirement.;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"313","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-127","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3 "]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:05"},"new":["(ka) the name of the ultimate","undertaking and, where applicable, the","list of all its subsidiaries, a brief","description of the nature of their activities","and their respective geographic","allocation;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"127","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-314","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) 2017/1132","Article 124\u2013paragraph 4"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:04"},"new":["4. However, the information referred","to in points (b) to (e) of paragraph 1, shall","not be required where all the members of","the merging companies have agreed to","waive this requirement. Where the","merging companies and their subsidiaries,","if any, have no employees, other than","those who form part of their management","or administrative organ, the information","referred to in points (f), (g), and (h) of","paragraph 1 shall not be required."],"old":["4. However, the report referred to in","paragraph 1, shall not be required where all","the members of the merging companies","have agreed to waive this requirement.;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"314","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-315","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) 2017/1132","Article 124\u2013 paragraph 4 a (new)"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:04"},"new":["4a. The submission of the report is","without prejudice to the applicable","information and consultation rights and","proceedings instituted at national level","following the implementation of","Directives 2001/23/EC, 2002/14/EC or","2009/38/EC."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"315","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-128","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point k"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:05"},"new":["(kb) the number of employees on a full-","time equivalent basis;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"128","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-316","justification":"Merged with existing Article 124","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],["Directive (EU) 2017/1132","Article 124 a"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:04"},"new":["deleted","The management or administrative","The report referred to in","the implications of the cross-","the implications of the cross-","any material changes in the","whether the factors set out in","Where the management or","However, where the merging"],"old":["(10) the following Article 124a is","inserted:","\u201cArticle 124a","Report of the management or","administrative organ to the employees","1.","organ of each of the merging companies","shall draw up a report explaining the","implications of the cross-border merger","for employees.","2.","paragraph 1, shall in particular explain","the following:","(a)","border merger on the future business of","the company and on the management's","strategic plan;","","","(b)","border merger on the safeguarding of the","employment relationships;","(c)","conditions of employment and in the","locations of the companies\u2019 places of","business;","(d)","points (a), (b) and (c) also relate to any","subsidiaries of the merging companies.","3.","The report referred to in paragraph 1 of","this Article, shall be made available, at","least electronically, to the representatives","of the employees of each of the merging","companies or, where there are no such","representatives, to the employees","themselves, not less than one month","before the date of the general meeting","referred to in Article 126. The report shall","also be made similarly available to the","members of each of the merging","companies.","However, where the approval of the","merger is not required by general meeting","of the acquiring company, in accordance","with Article 126(3), the report shall be","available at least one month before the","date of the general meeting of the other","merging company or companies.","4.","administrative organ of one or more of","the merging companies receives, in good","time, an opinion from the representatives","of their employees, or, where there are no","such representatives, from the employees","themselves, as provided for under","national law, the members shall be","informed thereof and that opinion shall","be appended to the report.","5.","companies and their subsidiaries, if any,","have no employees, other than those who","form part of the management or","administrative organ, the report referred","in paragraph 1 shall not be required to be","","drawn up.","6. The submission of the report is","without prejudice to the applicable","information and consultation rights and","proceedings instituted at national level","following the implementation of","Directives 2001/23/EC, 2002/14/EC or","2009/38/EC.;\u201d"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"316","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-129","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 a (new)"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:05"},"new":["1a. Before the management or","administrative organ decides on the draft","terms of a cross-border conversion, the","European Works Council and the","representatives of the employees of the","company carrying out the cross-border","conversion or, where there are no such","representatives, the employees themselves","and the trade unions represented should","be informed and consulted on the","proposed transfer in accordance with","Article 4 of Directive 2002/14/EC1a.","__________________","1a","Directive 2002/14/EC of the European","Parliament and of the Council of 11","March 2002 establishing a general","framework for informing and consulting","employees in the European Community -","Joint declaration of the European","Parliament, the Council and the","Commission on employee representation,","OJ L 80, 23.3.2002, p. 29\u201334."],"old":[""],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"129","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-317","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],["Directive (EU) 2017/1132","Article 124a \u2013 paragraph 2 \u2013 point b"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:04"},"new":["(b) the implications of the cross-border","merger on employment relationships and","employee involvement, as well as","measures to be taken in order to","safeguard them;"],"old":["(b) the implications of the cross-border","merger on the safeguarding of the","employment relationships;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"317","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-130","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 2"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:05"},"new":["2. In addition to the official languages","of the departure and destination Member","States, Member States shall allow the","company carrying out the cross-border","conversion to use a language customary in","the sphere of international business and","finance in order to draw up the draft terms","of a cross-border conversion and all other","related documents. Member States shall","specify which language will prevail in the","case of discrepancies identified between","the different linguistic versions of those","documents. Members, employees or","creditors shall have the possibility to","comment on these draft terms. The","comments shall be included in the final","report and be made public."],"old":["2. In addition to the official languages","of the departure and destination Member","States, Member States shall allow the","company carrying out the cross-border","conversion to use a language customary in","the sphere of international business and","finance in order to draw up the draft terms","of a cross-border conversion and all other","related documents. Member States shall","specify which language will prevail in the","case of discrepancies identified between","the different linguistic versions of those","documents.",""],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"130","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-131","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 e \u2013 Title"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:05"},"new":["Report of the management or","administrative organ to the members and","to the representatives of the employees"],"old":["Report of the management or","administrative organ to the members"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"131","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-318","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],["Directive (EU) 2017/1132","Article 124a \u2013 paragraph 2 \u2013 point b"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:04"},"new":["(b) the implications of the cross-border","merger on the safeguarding of the","employment relationships and employee","involvement;"],"old":["(b) the implications of the cross-border","merger on the safeguarding of the","employment relationships;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"318","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-132","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 e \u2013 Title"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:05"},"new":["Report of the management or","administrative organ to the members and","employees"],"old":["Report of the management or","administrative organ to the members"],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"132","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-133","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (UE) 2017/1132","Article 86 e\u2013 paragraph 1"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:05"},"new":["1. The management or administrative","organ of the company carrying out the","cross-border conversion shall draw up a","report explaining and justifying to","members the legal and economic aspects of","the cross-border conversion and","explaining to the representatives of the","employees the implications of the cross-","border conversion for them."],"old":["1. The management or administrative","organ of the company carrying out the","cross-border conversion shall draw up a","report explaining and justifying the legal","and economic aspects of the cross-border","conversion."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"133","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-319","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a \u2013 paragraph 2 \u2013 point c"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:05"},"new":["(c) any material changes in the","conditions of employment, including the","conditions laid down in law and collective","agreements, and in the locations of the","companies\u2019 places of business;"],"old":["(c) any material changes in the","conditions of employment and in the","locations of the companies\u2019 places of","business;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"319","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-320","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a \u2013 paragraph 2 \u2013 point c"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:05"},"new":["(c) any material changes in the","conditions of employment, the application","of collective agreements and in the","locations of the companies\u2019 places of","business;"],"old":["(c) any material changes in the","conditions of employment and in the","locations of the companies\u2019 places of","business;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"320","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-134","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 1"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:05"},"new":["1. The management or administrative","organ of the company carrying out the","cross-border conversion shall draw up a","report for the members and employees","explaining and justifying the legal and","economic aspects of the cross-border","conversion."],"old":["1. 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this","Directive;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"322","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-323","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a \u2013 paragraph 2 \u2013 point d"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:05"},"new":["(d) whether the factors set out in points","(a), (b), (c) and (ca) also relate to any","branches or subsidiaries of the merging","companies."],"old":["(d) whether the factors set out in points","(a), (b) and (c) also relate to any","subsidiaries of the merging 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paragraph 2 \u2013 point d a (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:05"},"new":["(da) the rights and remedies available","to members opposing the conversion in","accordance with Article 126a;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"324","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-137","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 2 \u2013 point c a (new)"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:05"},"new":["(ca) the implications of the cross-","border conversion for the safeguarding of","employment 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arrangements;"],"old":[""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"325","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-326","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],["Directive (EU) 2017/1132","Article 124a \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:05"},"new":["The report referred to in paragraph 1 of this","Article, shall be made available, at least","electronically, to the European Works","Council, the representatives of the","employees of each of the merging","companies or, where there are no such","representatives, to the employees","themselves, not less than one month before","the date of the 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The report shall also be","made similarly available to the members of","each of the merging companies."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"326","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-138","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:05"},"new":["(ca) the implications of the cross-","border conversion of the safeguarding of","employment relationships;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"138","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-327","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],["Directive (EU) 2017/1132","Article 124a \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:05"},"new":["The report referred to in paragraph 1 of this","Article, shall be made available, at least","electronically, to European Works","Council, to the representatives of the","employees of each of the merging","companies or, where there are no such","representatives, to the employees","themselves and the trade unions in the","company, not less than one month before","the date of the general meeting referred to","in Article 126. 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The report shall also be","made similarly available to the members of","each of the merging companies."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"327","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-139","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 2\u2013 point c b (new)"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:05"},"new":["(cb) any material changes in the","conditions of employment and in the","location of the company\u00b4s places of","business;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"139","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-328","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:05"},"new":["The report referred to in paragraph 1 of this","Article, shall be made available, at least","electronically, to the representatives of the","employees of each of the merging","companies or, where there are no such","representatives, to the employees","themselves, and to the European Works","Council, where applicable, not less than","one month before the date of the general","meeting referred to in Article126. The","report shall also be made similarly","available to the members of each of the","merging companies."],"old":["The report referred to in paragraph 1 of this","Article, shall be made available, at least","electronically, to the representatives of the","employees of each of the merging","companies or, where there are no such","representatives, to the employees","themselves, not less than one month before","the date of the general meeting referred to","in Article 126. The report shall also be","made similarly available to the members of","each of the merging companies."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"328","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-140","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 2 \u2013 point c b (new)"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:05"},"new":["(cb) any material changes in the","conditions of employment and in the","location of the companies\u2019 places of","business;"],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"140","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-329","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],["Directive (EU) 2017/1132","Article 124a \u2013 paragraph 3 a"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:05"},"new":["3a. The European Works Councils,","where applicable, the national employee","representation bodies and the trade","unions represented in the company shall","have appropriate resources to conduct a","thorough analysis on the report."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"329","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-330","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],["Directive (EU) 2017/1132","Article 124a \u2013 paragraph 4 a"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:05"},"new":["4a. The Executive management or the","administrative organ of the company","which intends to carry out the cross-","border merger, shall provide a motivated","and written response to the employee","opinion before the date of the general","meeting referred to in Article 126."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"330","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-141","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 2 \u2013 point c c (new)"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:06"},"new":["(cc) whether the factors set out in","points (a), (ca) and (cb) affect any","subsidiaries of the company."],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"141","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-331","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],["Directive (EU) 2017/1132","Article 124a \u2013 paragraph 5"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:05"},"new":["deleted"],"old":["5. However, where the merging","companies and their subsidiaries, if any,","have no employees, other than those who","form part of the management or","administrative organ, the report referred","in paragraph 1 shall not be required to be","drawn up."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"331","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-142","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 2 \u2013 point c c (new)"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:06"},"new":["(cc) whether the factors set out in","points (a), (c a) and (c b) also relate to any","subsidiaries of the company."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"142","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-332","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a \u2013 paragraph 5 a (new)"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:06"},"new":["5a. In order to avoid duplications, the","company may decide to combine the","report referred to in paragraph 1 with the","report referred to in Article 124."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"332","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-333","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a \u2013 paragraph 6"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:06"},"new":["6. The submission of the report is","without prejudice to the applicable","information and consultation rights and","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC,","while not causing any duplication of","reporting requirements."],"old":["6. The submission of the report is","without prejudice to the applicable","information and consultation rights and","proceedings instituted at national level","following the implementation of Directives","","2001/23/EC, 2002/14/EC or 2009/38/EC.;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"333","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-143","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 3"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:06"},"new":["3. 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That report shall also be made","similarly available to the representatives of","the employees of the company carrying out","the cross-border conversion or, where there","are no such representatives, to the","employees themselves."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"144","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-335","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 12 \u2013 point a "]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:06"},"new":["1. After taking note of the reports","referred to in Articles 124, 124a and 125,","as appropriate, the general meeting of each","of the merging companies shall decide, by","means of a resolution, on the approval of","the common draft terms of the cross-border","merger Before a decision is taken, any","preceding applicable information and","consultation rights have to be met in such","a way and at such a time that an opinion","by the employee representatives can be","taken into consideration;"],"old":["1. After taking note of the reports","referred to in Articles 124, 124a and 125,","as appropriate, the general meeting of each","of the merging companies shall decide, by","means of a resolution, on the approval of","the common draft terms of the cross-border","merger.;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"335","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-145","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 3"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:06"},"new":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the members and","representatives of the employees of the","company carrying out the cross-border","conversion or, where there are no such","representatives, to the employees","themselves, not less than two months","before the date of the general meeting","referred to in Article 86i."],"old":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the members not","less than two months before the date of","the general meeting referred to in Article","86i. That report shall also be made","similarly available to the representatives of","the employees of the company carrying out","the cross-border conversion or, where there","are no such representatives, to the","employees themselves."],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"145","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-336","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 12 \u2013 point a"],[" Directive (EU) 2017/1132","Article 126 \u2013 paragraph 1"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:06"},"new":["1. After taking note of the reports","referred to in Articles 124, 124a and 125,","as appropriate, the general meeting of each","of the merging companies shall decide, by","means of a resolution, on the approval of","the common draft terms of the cross-border","merger. Prior to taking a decision, all","applicable information and consultation","rights have to be met in a way and at such","a time that an opinion by the employees","can be taken into consideration."],"old":["1. After taking note of the reports","referred to in Articles 124, 124a and 125,","as appropriate, the general meeting of each","of the merging companies shall decide, by","means of a resolution, on the approval of","the common draft terms of the cross-border","merger.;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"336","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-337","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 12 \u2013 point a"],["Directive (EU) 2017/1132","Article 126 \u2013 paragraph 1"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:06"},"new":["1. After taking note of the reports","referred to in Articles 124 and 125, as","appropriate, the general meeting of each of","the merging companies shall decide, by","means of a resolution, on the approval of","the common draft terms of the cross-border","merger.;"],"old":["1. After taking note of the reports","referred to in Articles 124, 124a and 125,","as appropriate, the general meeting of each","of the merging companies shall decide, by","means of a resolution, on the approval of","the common draft terms of the cross-border","merger.;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"337","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-146","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 3"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:06"},"new":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the members not less","than two months before the date of the","general meeting referred to in Article 86i.","That report shall also be made similarly","available to the representatives of the","employees of the company carrying out the","cross-border conversion, to the employees","themselves and to the trade union","representatives in the company."],"old":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the members not less","than two months before the date of the","general meeting referred to in Article 86i.","That report shall also be made similarly","available to the representatives of the","employees of the company carrying out the","cross-border conversion or, where there","are no such representatives, to the","employees themselves."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"146","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-338","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],["Directive 2017/1132","Article 126a"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:06"},"new":["2. Member States shall ensure that the","members referred to in paragraph 1 of this","Article, may dispose of their shareholdings","in consideration of appropriate cash","compensation, paid, once the cross-border","merger has taken effect in accordance with","Article 129, to one or more of the","following:"],"old":["2. Member States shall ensure that the","members referred to in paragraph 1 of this","Article, may dispose of their shareholdings","in consideration of adequate cash","compensation, paid, once the cross-border","merger has taken effect in accordance with","Article 129, to one or more of the","following:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"338","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-339","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],[" Directive (EU) 2017/1132","Article 126 a \u2013 paragraph 3"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:06"},"new":["3. Member States shall ensure that","each of the merging companies makes an","offer of adequate cash compensation in the","common draft terms of the cross-border","merger, as specified in Article 122(1)(m),","to those members referred to in paragraph","1 of this Article who wish to exercise their","right to dispose of their shareholdings. The","members shall express their intention of","invoking their exit right before the general","meeting or, in cases where the approval of","the general meeting is not required, within","one month after the disclosure of the","common draft terms of merger referred to","in Article 123. Member States shall further","ensure that the merging companies are able","to accept an offer communicated","electronically to an address provided by","those companies for that purpose."],"old":["3. Member States shall ensure that","each of the merging companies makes an","offer of adequate cash compensation in the","common draft terms of the cross-border","merger, as specified in Article 122(1)(m),","to those members referred to in paragraph","1 of this Article who wish to exercise their","right to dispose of their shareholdings.","Member States shall also establish the","period for the acceptance of the offer,","which shall not in any event exceed one","month after the general meeting referred to","in Article 126 or, in cases where the","approval of the general meeting is not","required, within two months after the","disclosure of the common draft terms of","merger referred to in Article 123. Member","States shall further ensure that the merging","companies are able to accept an offer","communicated electronically to an address","provided by those companies for that","purpose."],"orig_lang":"fr","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"339","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-147","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 3 a (new)"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:06"},"new":["3a. Where the management or","administrative organ of the company","carrying out the cross border conversion","receives, in good time, an opinion from","the representatives of their employees or,","where there are bi such representatives,","from the employees themselves, as","provided for under national law, the","members shall be informed thereof and","that opinion shall be appended to that","report."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"147","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-340","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],[" Directive (EU) 2017/1132","Article 126a"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:06"},"new":["3. Member States shall ensure that","each of the merging companies makes an","offer of appropriate cash compensation in","the common draft terms of the cross-border","merger, as specified in Article 122(1)(m),","to those members referred to in paragraph","1 of this Article who wish to exercise their","right to dispose of their shareholdings.","Member States shall also establish the","period for the acceptance of the offer,","which shall not in any event exceed one","month after the general meeting referred to","in Article 126 or, in cases where the","approval of the general meeting is not","required, within two months after the","disclosure of the common draft terms of","merger referred to in Article 123. Member","States shall further ensure that the merging","companies are able to accept an offer","communicated electronically to an address","provided by those companies for that","purpose."],"old":["3. Member States shall ensure that","each of the merging companies makes an","offer of adequate cash compensation in the","common draft terms of the cross-border","merger, as specified in Article 122(1)(m),","to those members referred to in paragraph","","1 of this Article who wish to exercise their","right to dispose of their shareholdings.","Member States shall also establish the","period for the acceptance of the offer,","which shall not in any event exceed one","month after the general meeting referred to","in Article 126 or, in cases where the","approval of the general meeting is not","required, within two months after the","disclosure of the common draft terms of","merger referred to in Article 123. Member","States shall further ensure that the merging","companies are able to accept an offer","communicated electronically to an address","provided by those companies for that","purpose."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"340","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-148","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 3 a (new)"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:06"},"new":["3a. Where the management or","administrative organ of the company","carrying out the cross-border conversion","receives, in good time, an opinion from","the representatives of its employees or,","where there are no such representatives,","from the employees themselves, as","provided for under national law, the","members shall be informed thereof and","that opinion shall be appended to that","report."],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"148","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Edouard Martin","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-341","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 14 \u2013 point a"],["Directive (EU) 2017/1132","Article 127 \u2013 paragraph 1"]],"meps":[190799,124847,125021,124947],"meta":{"created":"2019-07-03T06:17:06"},"new":["(a) paragraph 1 is replaced by the","following:","\u201c1. Each Member State shall designate","the court, notary or other authority","competent to scrutinise the legality of the","cross-border merger as regards that part","of the procedure which concerns each","merging company subject to its national","law and the provisions of this Directive.","Member States shall ensure that the","authority referred to in the first","subparagraph shall not authorise the","cross-border merger where it determines,","after an examination of the specific case","and having regard to all relevant facts","and circumstances, that it constitutes an","artificial arrangement. This examination","shall be carried out by the authority in","accordance with the procedures in Article","86g, Article 86m(7)(c) and Article 86n,","mutatis mutandis.","The authorities of the Member States of","the merging companies shall cooperate","and exchange information during this","process. The merging companies shall","demonstrate on the basis of ascertainable","objective factors, to have a fixed","establishment and to pursuit genuine and","substantial economic activity in the","destination Member State for an","indefinite period. The merging companies","shall not be considered to have a fixed","establishment and to pursue genuine and","substantial economic activity in the","destination Member State unless they can","demonstrate that:-they have a fixed","establishment in the destination Member","State which has the objective appearance","of permanency and performs substantial","business activities, conducts its business","in relevant premises, with a relevant","number of employees employed on a","permanent basis, and has a management","body that is materially equipped to","negotiate business with third parties; and-","the consolidated combined EBIDTA","generated by the operations of the","merging companies in the destination","Member State in the last two fiscal years","corresponds at least to 25% of the","combined consolidated EBIDTA","generated by the merging companies in","the European Union. The head office of","the company resulting from the cross-","border merger shall be located in the","destination Member State within 5 months","from the date on which the cross-border","merger takes effect according to Article","129. In case this condition has not been","complied with, the cross-border merger","shall be declared null and void. The","authority referred to in the first","subparagraph of the destination Member","State shall verify that this condition has","been respected and shall communicate the","result of such verification to the","authorities of the Member States of the","merging companies.;\u201d"],"old":["(a) in paragraph, 1, the following","subparagraphs are added:","","",""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"341","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Edouard Martin","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-342","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 14 \u2013 point a a (new)"],["Directive (EU) 2017/1132","Article 127 \u2013 paragraph 1"]],"meps":[190799,124847,125021,124947],"meta":{"created":"2019-07-03T06:17:06"},"new":["(a a) (-a) paragraph 1 is replaced by the","following:","\u201c1. Each Member State shall designate","the court, notary or other authority","competent to scrutinise the legality of the","cross-border merger as regards that part","of the procedure which concerns each","merging company subject to its national","law and the provisions of this Directive.","Member States shall ensure that the","competent authorities do not authorise the","cross-border merger where it determines,","after an examination of the specific case","and having regard to all relevant facts","and circumstances, that it constitutes an","artificial arrangement. This examination","shall be carried out by the competent","authorities in accordance with the","procedure in Article 86 g, mutatis","mutandis.","The companies carrying out the cross-","border merger shall demonstrate on the","basis of ascertainable objective factors,","the actual establishment and the pursuit","of genuine economic activity in the","destination Member State for an","indefinite period. The companies carrying","out the cross-border merger shall be","presumed to have an actual establishment","and to pursue genuine economic activity","in the destination Member State where it","can demonstrate that it has a fixed","establishment in that State, which has the","objective appearance of permanency, has","a management body and is materially","equipped to negotiate business with third","parties so that the latter do not have to","deal directly with the parent body, which","is abroad, but may transact business at","the place of business constituting the","establishment of the acquiring","company.\u201d;"],"old":[""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"342","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-149","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 4"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:06"},"new":["deleted"],"old":["4. However, that report shall not be","required where all the members of the","company carrying out the cross-border","conversion have agreed to waive this","requirement."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"149","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-343","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 17 \u2013 point b"],[" Directive (EU) 2017/1132","Article 132 \u2013 paragraph 3"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:06"},"new":["3. Where the laws of Member States","of all of the merging companies provide for","the exemption from the approval by","general meeting in accordance with Article","126(3) and paragraph 1 of this Article, the","common draft terms of cross-border","merger or the information referred to in","paragraphs 1 to 3 of Article 123","respectively and the report referred to in","Article 124 shall be made available at least","one month before the decision on the","merger is taken by the company in","accordance with the national law.;"],"old":["3. Where the laws of Member States","of all of the merging companies provide for","the exemption from the approval by","general meeting in accordance with Article","126(3) and paragraph 1 of this Article, the","common draft terms of cross-border","merger or the information referred to in","paragraphs 1 to 3 of Article 123","respectively and the reports referred to in","Articles 124 and 124a, shall be made","available at least one month before the","decision on the merger is taken by the","company in accordance with the national","law.;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"343","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-150","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 4"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:06"},"new":["4. However, the information referred","to in points (b) and (c) of paragraph 1","shall not be required where all the","members of the company carrying out the","cross-border conversion have agreed to","waive this requirement. Where a company","carrying out the cross-border conversions","and its subsidiaries, if any, have no","employees other than those who form part","of the management or administrative","organ, the information referred to in","points (d), (e) and 8f) of paragraph 1 shall","not be required."],"old":["4. However, that report shall not be","required where all the members of the","company carrying out the cross-border","conversion have agreed to waive this","requirement."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"150","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-344","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 18"],["Directive (EU) 2017/1132","Article 133"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:06"},"new":["(18) Article133 is replaced by the","following:","\u201c1. The information, consultation and","participation of employees in the","converted company and their involvement","in the definition of such rights shall be","the object of an agreement between the","employees and the management and shall","be regulated by the Member States,","mutatis mutandis and subject to","paragraphs 2 to 5 of this Article, in","accordance with the principles and","procedures laid down in Article 12(2) and","(4) of Regulation (EC) No2157/2001and","the following provisions of Directive","2001/86/EC:","(a) Article 3(1),(2)(a)(i), 2(b) and (3), the","first indent of the first subparagraph of","Article3(4), the second subparagraph of","Article 3(4), Article 3(5), the third","subparagraph of Article 3(6) and","Article3(7);","(b) Article 4(1),Article 4(2)(a),(b) (c)(g)","and (h),Article 4(3) and Article 4(4);","(c) Article 5;","(d) Article 6;","(e) Article 7(1);","(f) Articles 8, 9, 10 and 12;","(g) the Annex, with the exclusion of","points (a) and (b) and paragraph 2 of Part","3, instead of which the following will","apply as a minimum:","The employees of the Company, its","subsidiaries and establishments and/or","the representative body shall have the","right to elect and appoint a number of","members of the administrative or","supervisory body of the converted","company equal to two representatives in","companies up from 50employees, one","third in companies having from 250","employees to 1000 employees and parity","in companies with more than 1000","employees.","2. The agreement reached shall provide","for at least the same level of employee","participation as operated in the company","prior to the conversion as well as at least","the level that would apply following the","rules in force concerning employee","participation, if any, in the destination","Member State. This level shall be","measured by reference to the proportion","of employee representatives amongst the","members of the administrative or","supervisory organ or their committees or","of the management group which covers","the profit units of the company, subject to","employee representation.","3. When regulating the principles and","procedures referred to in paragraph 1,","Member States shall ensure that the rules","on employee participation that applied","prior to the cross-border conversion","continue to apply until the date of","application of any subsequently agreed","rules or in the absence of agreed rules","until the application of default rules in","accordance with point (g) of paragraph 1.","4. When regulating the principles and","procedures referred to in paragraph 3,","Member States shall ensure that the rules","on employee participation that applied","prior to the cross-border conversion","continue to apply until the date of","application of any subsequently agreed","rules or in the absence of agreed rules","until the application of default rules in","accordance with point (g) of paragraph 1.","5. Where the company carrying out the","conversion is operating under an","employee participation system, that","company shall be obliged to take a legal","form allowing for the exercise of","participation rights.","6. Where the converted company is","operating under an employee","participation system, that company shall","be obliged to take measures to ensure that","employees' participation rights are","protected in the event of any subsequent","cross-border or domestic merger, division","or conversion for a period of three ten","years after the cross-border conversion","has taken effect, by applying mutatis","mutandis the rules laid down in","paragraphs 1 to 4.","7. A company shall communicate to its","employees the outcome of the negotiations","concerning employee participation","without undue delay."],"old":["(18) Article 133 is amended as follows:","",""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"344","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-345","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 18"],["Directive (EU) 2017/1132","Article 133"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:06"},"new":["(18) Article 133 is replaced by the","following:","\u201c1. The information, consultation and","participation of employees in the","converted company and their involvement","in the definition of such rights shall be","the object of an agreement between the","employees and the management and shall","be regulated by the Member States,","mutatis mutandis and subject to","paragraphs 2 to5 of this Article, in","accordance with the principles and","procedures laid down in Article 12(2) and","(4) of Regulation (EC) No 2157/2001 and","the following provisions of Directive","2001/86/EC:","(a)Article 3(1), (2)(a)(i), 2(b) and (3), the","first indent of the first subparagraph of","Article3(4), the second subparagraph of","Article 3(4), Article3(5), the third","subparagraph of Article 3(6) and Article","3(7);","(b)Article 4(1),Article 4(2)(a),(b) (c)(g)","and (h), Article 4(3) and Article 4(4);","(c)Article 5;","(d)Article 6;","(e)Article 7(1);","(f) Articles 8, 9, 10 and 12;","(g)the Annex, with the exclusion of points","(a), (b) and paragraph 2 of Part 3, instead","of which the following will apply as a","minimum:","The employees of the company, its","subsidiaries and establishments and/or","the representative body shall have the","right to elect and appoint a number of","members of the administrative or","supervisory body of the converted","company equal to two representatives in","companies up from 50 employees, one","third in companies having from 250","employees to 1000 employees and parity","in companies with more than 1000","employees.","2. The agreement reached shall provide","for at least the same level of employee","participation as operated in the company","prior to the conversion as well as at least","the level that would apply following the","rules in force concerning employee","participation, if any, in the destination","Member State. This level shall be","measured by reference to the proportion","of employee representatives amongst the","members of the administrative or","supervisory organ or their committees or","of the management group which covers","the profit units of the company, subject to","employee representation.","3. When regulating the principles and","procedures referred to in paragraph 1,","Member States shall ensure that the rules","on employee participation that applied","prior to the cross-border conversion","continue to apply until the date of","application of any subsequently agreed","rules or, in the absence of agreed rules,","until the application of default rules in","accordance with point (g) of paragraph 1.","4. When regulating the principles and","procedures referred to in paragraph 3,","Member States shall ensure that the rules","on employee participation that applied","prior to the cross-border conversion","continue to apply until the date of","application of any subsequently agreed","rules or, in the absence of agreed rules,","until the application of default rules in","accordance with point (g) of paragraph 1.","5. Where the company carrying out the","conversion is operating under an","employee participation system, that","company shall be obliged to take a legal","form allowing for the exercise of","participation rights.","6. Where the converted company is","operating under an employee","participation system, that company shall","be obliged to take measures to ensure that","employees' participation rights are","protected in the event of any subsequent","cross-border or domestic merger, division","or conversion for a period of ten years","after the cross-border conversion has","taken effect, by applying mutatis mutandis","the rules laid down in paragraphs 1 to 4.","7. A company shall communicate to its","employees the outcome of the negotiations","concerning employee participation","without undue delay.\u201d;"],"old":["(18) Article 133 is amended as follows:","","",""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"345","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-151","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 4"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:06"},"new":["4. However, that report shall not be","required where at least two thirds of the","members of the company carrying out the","cross-border conversion have agreed to","waive this requirement."],"old":["4. However, that report shall not be","required where all the members of the","company carrying out the cross-border","conversion have agreed to waive this","requirement."],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"151","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-346","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 18 (new)"],[" Directive (EU) 2017/1132","Article 133"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:07"},"new":["(-a) the following paragraph -1 is","inserted:","\u201c-1. It is a fundamental principle and","stated aim of this Article to secure","employees\u00b4 participation rights.","Therefore, in the company resulting from","the cross border restructuring, at least the","same level of all elements of employee","participation rights shall continue to","apply.\u201d;","(-aa) in paragraph 2, the introductory part","is replaced by the following:","\u201cHowever, the rules in force concerning","employee participation in the Member","State, where the company resulting from","the cross border merger has its registered","office, shall not apply, where at least one","of the merging companies has, in the six","month prior to the publication of the draft","terms of the cross-border merger as","referred to in Article 122, an average","number of employees equivalent to four","fifths of the applicable threshold laid","down in the law of the relevant Member","State, which triggers the participation of","employees within the meaning of Article","119(3),or where national law of the","destination Member State does not:\u201d;","(-ab) in paragraph 3 point (b) is replaced","by the following:","\u201c(b) Article4(1), Article 4(2)(a), (g) and","(h), Article 4(3) and Article 4(4);\u201d.","in paragraph 3 point (c) is replaced by the","following:","\u201c(c) the first subparagraph of Article","7(1)\u201d;","in paragraph 3 point (h) is replaced by the","following:","\u201c(h) Annex\u201d;"],"old":["",""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"346","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-152","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 4 a (new)"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:06"},"new":["4a. However, where a company","carrying out a cross-border conversion","and its subsidiaries, if any, have no","employees other than those who form part","of the management or administrative","organ, the report referred to in paragraph","1 shall not be required."],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"152","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-347","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 18"],["Directive (EU) 2017/1132","Article 133"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:07"},"new":["(18) Article 133 is amended as follows:","(-a) The title is replaced by the following:","Employee information, consultation and","participation\u201d","(-aa) the following paragraph - 1 is","added:","\u201c- 1. Where the management or","administrative organs of the participating","companies draw up a plan to carry out a","merger, they shall as soon as possible","after publishing the draft terms of","mergers take the necessary steps,","including providing information about the","identity of the participating companies,","concerned subsidiaries or establishments,","and the number of their employees, to","start negotiations with the representatives","of the companies' employees on","arrangements for the involvement of","employees in the company or companies","resulting from the merger.\u201d","(-ab) in paragraph 2, the introductory part","is replaced by the following:","\u201c2. However, the rules in force","concerning employee participation, if any,","in the Member State where the company","resulting from the cross-border merger","has its registered office shall not apply,","where at least one of the merging","companies has, in the six months prior to","the publication of the draft terms of the","cross-border merger as referred to in","Article 123, an average number of","employees equivalent two thirds of the","applicable threshold, laid down in the law","of the departure Member State, which","triggers the participation of and is","operating under an employee","participation system within the meaning","of point (k) of Article 2 of Directive","2001/86/EC1a, or where the national law","applicable to the company resulting from","the cross-border merger does not.\u201d;","(-ac) in paragraph 3, point (a) is replaced","by the following:","\u201c(a) Article 3(1), (2)(a), (i), 2 (b) and (3),","the first indent of the first subparagraph","of Article 3(4), the second subparagraph","of Article 3(4) and Article 3(5), the third","subparagraph of Article 3 (6) and Article","3 (7);\u201d","(-ad) in paragraph 3, point (b) is replaced","by the following:","\u201c(b) Article 4(1),Article 4(2)(a), (g) and","(h) and Article 4(3) and Article 4 (4);\u201d","(-ae) in paragraph 3, point (e) is replaced","by the following:","\u201c(e) the first subparagraph of Article 7","(1);\u201d","(-af) in paragraph 3, point (f) is replaced","by the following:","\u201c(f) Articles 8, 9, 10 and 12;\u201d","(-ag) in paragraph 3, point (h) is replaced","by the following:","\u201c(h) Annex.\u201d;","(-ah) paragraph 4 is replaced by the","following:","\u201c4. When regulating the principles and","procedures referred to in paragraph 3,","Member States shall ensure that the rules","on employee participation that applied","prior to the cross-border merger continue","to apply until the date of application of","any subsequently agreed rules or, in the","absence of agreed rules, until the","application of default rules in accordance","with point (a) of Part 3 of the Annex.\u201d;","(a) paragraph 7 is replaced by the","following:","\"7. Where the company resulting from the","cross-border merger is operating under an","employee participation system, that","company shall be obliged to take measures","to ensure that employees\u2019 participation","rights are protected in the event of any","subsequent cross-border or domestic","mergers, divisions or conversions for a","period of ten years after the cross-border","merger has taken effect, by applying","mutatis mutandis the rules laid down in","paragraphs 1 to 6.\";","(b) the following paragraph 8 is added:","\"8. A company shall communicate to its","employees whether it chooses to apply","standard rules for participation referred to","in point (h) of paragraph 3 or whether it","enters into negotiations within the special","negotiating body. In the latter case the","company shall communicate to its","employees the outcome of the negotiations","without undue delay.\";","(ba) the following paragraph 9 is added:","\u201c9. Member States shall provide for","appropriate measures in the event of non-","compliance with the provisions in this","Article by the company resulting from the","cross-border merger. In particular, they","shall ensure that adequate administrative","or judicial procedures are available to","enable the obligations deriving from this","Article to be enforced.\u201d;","(bb) the following paragraph 10 is added:","\u201c10. Member States shall also provide for","adequate sanctions to be applicable in the","event of infringement of this Article by the","company resulting of the cross-border","merger. These sanctions must be effective,","proportionate and dissuasive.\u201d;","(bc) the following paragraph 11 is added:","\u201c11. As soon as following the applicability","of Article 86l (3) in the first case referred","to in paragraph 2, a threshold of the","departure Member State is exceeded, new","negotiations need to be initiated according","to This Article. Different from Article 86l","(5) the standard rules refer to the level of","employee participation that would be","legally foreseen for the company in the","country of origin above the threshold if","the company had not undergone the","cross-border merger.\u201d;","__________________","1a","Council Directive 2001/86/EC of 8","October 2001 supplementing the Statute","for a European company with regard to","the involvement of employees, OJ L 294,","10.11.2001, p. 22\u201332."],"old":["(18) Article 133 is amended as follows:","","","(a) paragraph 7 is replaced by the","following:","\"7. Where the company resulting from the","cross-border merger is operating under an","employee participation system, that","company shall be obliged to take measures","to ensure that employees' participation","rights are protected in the event of any","subsequent cross-border or domestic","mergers, divisions or conversions for a","period of three years after the cross-border","merger has taken effect, by applying","mutatis mutandis the rules laid down in","paragraphs 1 to 6.\";","(b) the following paragraph 8 is added:","\"8. A company shall communicate to its","employees whether it chooses to apply","standard rules for participation referred to","in point (h) of paragraph 3 or whether it","enters into negotiations within the special","negotiating body. In the latter case the","company shall communicate to its","employees the outcome of the negotiations","without undue delay.\";","","",""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"347","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-153","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 4 a (new)"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:06"},"new":["4a. Paragraphs 1 to 4 are without","prejudice to the applicable information","and consultation rights and proceedings","instituted at national level following the","transposition of Directives 2002/14/EC or","2009/38/EC."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"153","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-348","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 18 \u2013 point a"],[" Directive (EU) 2017/1132","Article 133 \u2013 paragraph 7"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:07"},"new":["deleted","Where the company resulting from"],"old":["(a) paragraph 7 is replaced by the","following:","\u201c7.","the cross-border merger is operating","under an employee participation system,","that company shall be obliged to take","measures to ensure that employees'","participation rights are protected in the","event of any subsequent cross-border or","domestic mergers, divisions or","conversions for a period of three years","after the cross-border merger has taken","effect, by applying mutatis mutandis the","","rules laid down in paragraphs 1 to 6.\u201d;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"348","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-154","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 4 b (new)"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:06"},"new":["4b. Paragraphs 1 to 4 are without","prejudice to the applicable information","and consultation rights and procedures","instituted at national level in response to","the transposition of Directive 2002/14/EC","or 2009/38/EC."],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"154","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-349","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 18 \u2013 point a"],["Directive (EU) 2017/1132","Article 1 \u2013 paragraph 1 \u2013 point 18"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:07"},"new":["7. Where the company resulting from","the cross-border merger is operating under","an employee participation system, that","company shall be obliged to take measures","to ensure that employees' participation","rights are protected in the event of any","subsequent cross-border or domestic","mergers, divisions or conversions for a","period of ten years after the cross-border","merger has taken effect, by applying","mutatis mutandis the rules laid down in","paragraphs 1 to 6."],"old":["7. Where the company resulting from","the cross-border merger is operating under","an employee participation system, that","company shall be obliged to take measures","to ensure that employees' participation","rights are protected in the event of any","subsequent cross-border or domestic","mergers, divisions or conversions for a","period of three years after the cross-border","merger has taken effect, by applying","mutatis mutandis the rules laid down in","paragraphs 1 to 6."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"349","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-155","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:07"},"new":["deleted","The management or administrative","The report referred to in","the implications of the cross-","whether the factors set out in","The report referred to in","However, where a company","Paragraphs 1 to 6 are without"],"old":["Article 86f","Report of the management or","administrative organ to the employees","","","1.","organ of the company carrying out the","cross-border conversion shall draw up a","report explaining the implications of the","cross-border conversion for employees.","2.","paragraph 1 shall in particular explain","the following:","(a)","border conversion on the future business","of the company and on the management's","strategic plan;","(b) the implications of the cross-","border conversion on the safeguarding of","employment relationships;","(c) any material changes in the","conditions of employment and in the","location of the company\u2019s places of","business;","(d)","points (a), (b) and (c) also relate to any","subsidiaries of the company.","3.","paragraph 1 of this Article, shall be made","available, at least electronically, to the","representatives of the employees of the","company carrying out the cross-border","conversion or, where there are no such","representatives, to the employees","themselves not less than two months","before the date of the general meeting","referred to in Article 86i. That report shall","also be made similarly available to the","members of the company carrying out the","cross-border conversion.","4. Where the management or","administrative organ of the company","carrying out the cross-border conversion","receives, in good time, an opinion from","the representatives of their employees or,","where there are no such representatives,","from the employees themselves, as","provided for under national law, the","members shall be informed thereof and","that opinion shall be appended to that","","","report.","5.","carrying out the cross-border conversion","and its subsidiaries, if any, have no","employees other than those who form part","of the management or administrative","organ, the report referred to in paragraph","1 shall not be required.","6.","prejudice to the applicable information","and consultation rights and proceedings","instituted at national level following the","transposition of Directives 2002/14/EC or","2009/38/EC."],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"155","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-156","justification":" Article 86f now merged with 86e","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:07"},"new":["deleted","The management or administrative","The report referred to in","the implications of the cross-","the implications of the cross-","whether the factors set out in","The report referred to in","Where the management or","However, where a company","Paragraphs 1 to 6 are without"],"old":["Article 86f","Report of the management or","administrative organ to the employees","1.","organ of the company carrying out the","cross-border conversion shall draw up a","report explaining the implications of the","cross-border conversion for employees.","2.","paragraph 1, shall in particular explain","the following:","(a)","border conversion on the future business","of the company and on the management's","strategic plan;","(b)","border conversion on the safeguarding of","","employment relationships;","(c) any material changes in the","conditions of employment and in the","location of the company\u2019s places of","business;","(d)","points (a), (b) and (c) also relate to any","subsidiaries of the company.","3.","paragraph 1 of this Article, shall be made","available, at least electronically, to the","representatives of the employees of the","company carrying out the cross-border","conversion or, where there are no such","representatives, to the employees","themselves not less than two months","before the date of the general meeting","referred to in Article 86i. That report shall","also be made similarly available to the","members of the company carrying out the","cross-border conversion.","4.","administrative organ of the company","carrying out the cross-border conversion","receives, in good time, an opinion from","the representatives of their employees or,","where there are no such representatives,","from the employees themselves, as","provided for under national law, the","members shall be informed thereof and","that opinion shall be appended to that","report.","5.","carrying out the cross-border conversion","and its subsidiaries, if any, have no","employees other than those who form part","of the management or administrative","organ, the report referred to in paragraph","1 shall not be required.","6.","prejudice to the applicable information","and consultation rights and proceedings","instituted at national level following the","transposition of Directives 2002/14/EC or","2009/38/EC."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"156","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-350","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 18 \u2013 point a"],["Directive (EU) 2017/1132","Article 133 \u2013 paragraph 7"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:07"},"new":["7. Where the company resulting from","the cross-border merger is operating under","an employee participation system, that","company shall be obliged to take measures","to ensure that employees' participation","rights are protected in the event of any","subsequent cross-border or domestic","mergers, divisions or conversions for a","period of two years after the cross-border","merger has taken effect, by applying","mutatis mutandis the rules laid down in","paragraphs 1 to 6."],"old":["7. Where the company resulting from","the cross-border merger is operating under","an employee participation system, that","company shall be obliged to take measures","to ensure that employees' participation","rights are protected in the event of any","","subsequent cross-border or domestic","mergers, divisions or conversions for a","period of three years after the cross-border","merger has taken effect, by applying","mutatis mutandis the rules laid down in","paragraphs 1 to 6."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"350","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-157","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point a a (new)"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:07"},"new":["(aa) the reasons of the cross-border","conversion;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"157","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-351","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 18 \u2013 point b"],[" Directive (EU) 2017/1132","Article 133 \u2013 paragraph 8"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:07"},"new":["deleted","A company shall communicate to"],"old":["(b) the following paragraph 8 is","added:","\u201c8.","its employees whether it chooses to apply","standard rules for participation referred","to in point (h) of paragraph 3 or whether","it enters into negotiations within the","special negotiating body. In the latter case","the company shall communicate to its","employees the outcome of the negotiations","without undue delay.\u201d;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"351","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-158","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point a a (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:07"},"new":["(aa) the reasons for the conversion;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"158","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-352","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 19 a (new)"],[" Directive (EU) 2017/1132","Article 134a (new)"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:07"},"new":["(19a) After Article 133 the following","Article 134a is inserted:","\u201cArticle 134a","Collective agreements","Following the cross-border merger, the","company resulting from the cross-border","merger shall continue to observe the","terms and conditions agreed in any","collective agreements on the same terms","applicable to the merging companies","before the cross-border merger, until the","date of termination or expiry of the","collective agreement or the entry into","force or application of another collective","agreement.\u201d;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"352","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-159","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3 "]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:07"},"new":["(b) the implications of the cross-border","conversion on employment relationships","and employee involvement, as well as","measures to be taken in order to","safeguard them;"],"old":["(b) the implications of the cross-border","conversion on the safeguarding of","employment relationships;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"159","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-353","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Chapter IV"]],"meps":[190799,124847,125021,124947,96998],"meta":{"created":"2019-07-03T06:17:07"},"new":["deleted"],"old":["(20) [...]"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"353","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-160","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point b"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:07"},"new":["(b) the implications of the cross-border","conversion on the safeguarding of","employment relationships and employee","involvement;"],"old":["(b) the implications of the cross-border","conversion on the safeguarding of","employment relationships;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"160","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-161","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point c"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:07"},"new":["(c) any material changes in the","conditions of employment, including the","conditions laid down in law and collective","agreements, and in the location of the","company\u2019s places of business;"],"old":["(c) any material changes in the","conditions of employment and in the","location of the company\u2019s places of","business;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"161","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-354","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160b \u2013 point 3 a (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:07"},"new":["(3a) \"information\" means the","transmission by the employer to the","employees and/or employees'","representatives at the relevant level, of","data which concern the company itself","and any of its subsidiaries or","establishments situated in another","Member State, in order to enable them to","acquaint themselves with the subject","matter and to examine it. This shall take","place at a time, in a manner and with a","content which allows the employees and","representatives to undertake an in-depth","assessment of the possible impact and,","where appropriate, prepare consultations","with the competent organ of the company;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"354","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-162","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point c"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:07"},"new":["(c) any material changes in the","conditions of employment, the application","of collective agreements and in the","location of the company\u2019s places of","business;"],"old":["(c) any material changes in the","conditions of employment and in the","location of the company\u2019s places of","business;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"162","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-355","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160b \u2013 point 3 a (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:07"},"new":["(3a) 'employee participation` means the","influence of the employees and/ or the","employees\u00b4 representatives in the affairs","of a company by way of the right to","elector appoint some of the members of","the company\u00b4s supervisory or","administrative organ."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"355","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-163","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point c"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:07"},"new":["(c) any material changes in the","conditions of employment, including","through collective agreements, and in the","location of the company\u2019s places of","business;"],"old":["(c) any material changes in the","conditions of employment and in the","location of the company\u2019s places of","business;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"163","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-356","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160b \u2013 point 3 b (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:07"},"new":["(3b) \"participation\u201d means the","influence of the employees and/or the","employees' representatives in the affairs","of a company byway of the right to elect","or appoint some of the members of the","company's supervisory or administrative","organ;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"356","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-164","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:07"},"new":["(d) whether the factors set out in points","(a), (b) and (c) also relate to any","subsidiaries, branches or controlled","undertakings according to Article 3 of","Directive 2009/38/EC of the company."],"old":["(d) whether the factors set out in points","(a), (b) and (c) also relate to any","subsidiaries of the company."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"164","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-357","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160b \u2013 point 3 c (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:07"},"new":["(3c) \u201cconsultation\" means the","exchange of views and establishment of","dialogue between the employees and/or","the employees' representatives and the","employer, with the employee\u2019s opinion","being taken into account in the decision-","making process within the company. This","shall take place at a time, in a manner","and with a content which allows the","employees and representatives, on the","basis of information provided, to express","an opinion on the measures envisaged. It","shall allow to meet with the Executive","management and obtain a reasoned and","exhaustive response before the final","decision is adopted;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"357","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-358","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160b \u2013 point 3 d (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:07"},"new":["(3d) \u201chead office\" means the place","where key management, and commercial","decisions are made that are necessary for","the conduct of the entity\u2019s business as a","whole;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"358","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-165","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:07"},"new":["(d) whether the factors set out in points","(a), (b) and (c) also relate to any","subsidiaries, branches or controlled","undertakings of the company according to","Article 3 of Directive 2009/38/EC."],"old":["(d) whether the factors set out in points","(a), (b) and (c) also relate to any","subsidiaries of the company."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"165","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-359","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160d \u2013 paragraph 2 \u2013 point a"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:08"},"new":["(a) proceedings have been instituted","for the winding-up, liquidation, insolvency","of that company or genuine suspicion of","not paying social security contributions","and/or income taxes and/ or of","infringement of workers\u2019 rights;"],"old":["(a) proceedings have been instituted","for the winding-up, liquidation, or","insolvency of that company;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"359","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-166","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:07"},"new":["(da) where appropriate, information on","the procedures by which arrangements for","the involvement of employees in the","definition of their rights to participation","in the converted company are determined","pursuant to Article 86l and on the possible","options for such arrangements;"],"old":[""],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"166","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-360","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160d \u2013 paragraph 2 \u2013 point e a (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:08"},"new":["(ea) the company is under","investigation, is being prosecuted or has","been convicted in the last 3 years for","infringements of employment legislation","or workers\u2019 rights, social or tax fraud, tax","evasion, tax avoidance or money","laundering or any other financial crime;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"360","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-361","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160d \u2013 paragraph 2 \u2013 point e a (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:08"},"new":["(ea) disciplinary or administrative","actions or criminal sanctions and","decisions have been taken involving","fraudulent practices which are directly","relevant to the companies\u00b4 competences or","reliability;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"361","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-167","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d a (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:08"},"new":["(da) where appropriate, information on","the procedures by which arrangements for","the involvement of employees in the","definition of their rights to participation","in the converted company are determined","pursuant to Article 86l and on the possible","options for such arrangements;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"167","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-362","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160d \u2013 paragraph 2 \u2013 point e b (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:08"},"new":["(eb) the company has a backlog in tax","or social security payments;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"362","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-168","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d a (new)"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:08"},"new":["(da) information on the procedures by","which arrangements for the information,","consultation and participation rights of","employees in the resulting converted","company are determined in accordance","with the provisions of this directive;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"168","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-363","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160d \u2013 paragraph 2 \u2013 point e c (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:08"},"new":["(ec) the company is under","investigation, is being prosecuted or has","been convicted in the last 3 years for","violations of fundamental or human","rights;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"363","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-364","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160d \u2013 paragraph 3"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:08"},"new":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise the","division when it determines, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an abuse","of law or a fraudulent act."],"old":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise the","division when it determines, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or members."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"364","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-169","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d b (new)"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:08"},"new":["(db) the implications of the cross-","border conversion on the future business","of the company and on the managements","strategic plan;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"169","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-365","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160d \u2013 paragraph 3"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:08"},"new":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise the","division when it determines, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","tax advantages or at unduly prejudicing the","legal or contractual rights of employees,","creditors or members."],"old":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise the","division when it determines, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or members."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"365","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-366","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive 2017/1132","Article 160d \u2013 paragraph 3"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:08"},"new":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise the","division when it determines, on reasoned","and objective grounds, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or members."],"old":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise the","division when it determines, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or members."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"366","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-170","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d b (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:08"},"new":["(db) the implications of the cross-","border conversion on the future business","of the company and on the management\u00b4","strategic plan;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"170","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-367","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160e \u2013 paragraph 1 \u2013 introductory part"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:08"},"new":["1. The management or administrative","organ of the company being divided shall","draw up the draft terms of cross-border","division not less than two months before","the date of the general meeting referred to","in Article 160k. The draft terms of cross-","border division shall include at least the","following:"],"old":["1. The management or administrative","organ of the company being divided shall","draw up the draft terms of cross-border","division. The draft terms of cross-border","division shall include at least the","following:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"367","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-171","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3 "]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:08"},"new":["(db) the rights and remedies available","to members opposing the conversion in","accordance with Article 86j;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"171","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-368","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160e \u2013 paragraph 1 \u2013 introductory part"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:08"},"new":["1. The management or administrative","organ, including employee board level","representatives, of the company being","divided shall draw up the draft terms of","cross-border division. The draft terms of","cross-border division shall include at least","the following:"],"old":["1. The management or administrative","organ of the company being divided shall","draw up the draft terms of cross-border","division. The draft terms of cross-border","division shall include at least the","following:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"368","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-172","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d c (new)"]],"meps":[190799,124847,125021,124855,124947],"meta":{"created":"2019-07-03T06:17:08"},"new":["(dc) the rights and remedies available","to members opposing the conversion;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"172","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-369","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160e \u2013 paragraph 1 \u2013 point d a (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:09"},"new":["(da) detailed information on the head","office;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"369","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-173","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d c (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:08"},"new":["(dc) the implications of the cross-","border conversions for members;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"173","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-370","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160 \u2013 paragraph 1 \u2013 point e"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:09"},"new":["(e) the likely repercussions of the","cross-border division on employment,","wage development and company level","social dialogue including board level","representation of employee","representatives;"],"old":["(e) the likely repercussions of the","cross-border division on employment;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"370","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-174","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d d (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:08"},"new":["(dd) the rights and remedies available","to members opposing the conversion in","accordance with Article 86j;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"174","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-371","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 1\u2013paragraph 1\u2013 point l"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:09"},"new":["where they exist, information on","the procedures by which arrangements for","the involvement of employees in the","definition of their rights to participation in","the recipient companies are determined","pursuant to Article160n and on the possible","options for such arrangements;"],"old":["(l) where appropriate, information on (l)","","the procedures by which arrangements for","the involvement of employees in the","definition of their rights to participation in","the recipient companies are determined","pursuant to Article160n and on the possible","options for such arrangements;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"371","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-372","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160e \u2013 paragraph 4"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:09"},"new":["4. In addition to the official languages","of the Member States of the recipient","companies and the one being divided,","Member States shall allow the company to","use a language customary in the sphere of","international business and finance in order","to draw up the draft terms of cross-border","division and all other related documents.","Member States shall specify which","language will prevail in case of","discrepancies among different linguistic","versions of those documents. Members,","employees or creditors shall have the","possibility to comment on these draft","terms. The comments shall be included in","the final report and be made public."],"old":["4. In addition to the official languages","of the Member States of the recipient","companies and the one being divided,","Member States shall allow the company to","use a language customary in the sphere of","international business and finance in order","to draw up the draft terms of cross-border","division and all other related documents.","Member States shall specify which","language will prevail in case of","discrepancies among different linguistic","versions of those documents."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"372","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-373","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160g \u2013 title"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:09"},"new":["Article 160g","Report of the management or","administrative organ to the members and","to the representatives of the employees"],"old":["Article 160g","Report of the management or","administrative organ to the members"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"373","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-175","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 a (new)"]],"meps":[190799,124847,125021,124855,124947],"meta":{"created":"2019-07-03T06:17:08"},"new":["2a. Before the management or","administrative organ decides on the report","to the members, the representatives of the","employees of the company carrying out","the cross-border conversion or, if there","are no representatives, the employees","themselves, should be informed and","consulted on the proposed transfer in","accordance with Article 4 of Directive","2002/14/EC1a.","__________________","1a","Directive 2002/14/EC of the European","Parliament and of the Council of 11","March 2002 establishing a general","framework for informing and consulting","employees in the European Community -","Joint declaration of the European","Parliament, the Council and the","Commission on employee representation,","OJ L 80, 23.3.2002, p. 29\u201334."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"175","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-374","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160g \u2013 paragraph 1"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:09"},"new":["1. The management or administrative","organ of the company being divided shall","draw up a report explaining and justifying","to members the legal and economic aspects","of the cross-border division and explaining","to the representatives of the employees the","implications of the cross-border division","for them."],"old":["1. The management or administrative","organ of the company being divided shall","draw up a report explaining and justifying","the legal and economic aspects of the","cross-border division."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"374","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-176","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 3"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:08"},"new":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the European","Works Council and the representatives of","the employees of the company carrying out","the cross-border conversion or, where there","are no such representatives, to the","employees themselves not less than two","months before the date of the general","meeting referred to in Article 86i. That","report shall also be made similarly","available to the trade unions represented","in the company, as well as to the members","of the company carrying out the cross-","border conversion."],"old":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the representatives","of the employees of the company carrying","out the cross-border conversion or, where","there are no such representatives, to the","employees themselves not less than two","months before the date of the general","meeting referred to in Article 86i. That","report shall also be made similarly","available to the members of the company","carrying out the cross-border conversion."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"176","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-375","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160g \u2013 paragraph 2 \u2013 point e a (new)"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:09"},"new":["(ea) the implications of the cross-","border division on the safeguarding of the","employment relationships;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"375","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-177","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 3"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:08"},"new":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the European","Works Council, the representatives of the","employees and the trade unions in the","company carrying out the cross-border","conversion or, where there are no such","representatives, to the employees","themselves not less than two months before","the date of the general meeting referred to","in Article 86i. That report shall also be","made similarly available to the members of","the company carrying out the cross-border","conversion."],"old":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the representatives","of the employees of the company carrying","out the cross-border conversion or, where","there are no such representatives, to the","","employees themselves not less than two","months before the date of the general","meeting referred to in Article 86i. That","report shall also be made similarly","available to the members of the company","carrying out the cross-border conversion."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"177","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-376","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160g \u2013 paragraph 2 \u2013 point e b (new)"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:09"},"new":["(eb) any material change in the","conditions of employment and the","locations of the companies \u2018places of","business;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"376","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-377","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160g \u2013 paragraph 2 \u2013 point e c (new)"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:09"},"new":["(ec) whether the factors set out in","points (a), 8f) and (g) also relate to any","subsidiaries of the company being divided."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"377","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-178","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 3"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:08"},"new":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the representatives","of the employees of the company carrying","out the cross-border conversion or, where","there are no such representatives, to the","employees themselves and to the","European Works Council, where","applicable, not less than two months before","the date of the general meeting referred to","in Article 86i. That report shall also be","made similarly available to the members of","the company carrying out the cross-border","conversion."],"old":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the representatives","of the employees of the company carrying","out the cross-border conversion or, where","there are no such representatives, to the","employees themselves not less than two","months before the date of the general","meeting referred to in Article 86i. That","report shall also be made similarly","available to the members of the company","carrying out the cross-border conversion."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"178","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-378","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160g \u2013 paragraph 3"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:09"},"new":["3. The report referred to in paragraph","1 of this Article shall be made available, at","least electronically, to the members of the","company being divided not less than two","months before the date of the general","meeting referred to in Article 160k. 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The European Works Councils,","where applicable, the national employee'","representation bodies and the trade","unions represented in the company shall","have appropriate resources to conduct a","thorough analysis on the report."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"179","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-379","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160g \u2013 paragraph 3"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:09"},"new":["3. The report referred to in paragraph","1 of this Article shall be made available, at","least electronically, to the members of the","company being divided not less than two","months before the date of the general","meeting referred to in Article 160k. 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That","report shall also be made similarly","available to the representatives of the","employees of the company being divided","or, where there are no such representatives,","to the employees themselves."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"379","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-180","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 3 a (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:09"},"new":["3a. The European Works Councils,","where applicable, the national employee\u2019","representation bodies and the trade","unions represented in the company shall","have appropriate resources to conduct a","thorough analysis on the report."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"180","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-380","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160g \u2013 paragraph 3 a (new)"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:10"},"new":["3a. Where the management or","administrative organ of the company","being divided receives, in good time, an","opinion from the representatives of their","employees, or, where there are no such","representatives, from the employees","themselves, as provided for under","national law, the members shall be","informed thereof and that opinion shall","be appended to that report."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"380","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-181","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 3 a (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:09"},"new":["3a. The European Works Councils,","where applicable, the national employee","representation bodies and the trade","unions represented in the company shall","have appropriate resources to conduct a","thorough analysis on the report."],"old":[""],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"181","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-381","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160g \u2013 paragraph 4"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:10"},"new":["deleted"],"old":["4. However, the report referred to in","paragraph 1, shall not be required where","all the members of the company being","divided have agreed to waive this","document."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"381","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-182","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 4"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:09"},"new":["4. The management or administrative","organ of the company carrying out the","cross-border conversion requests to submit","an opinion from the representatives of their","employees within one month or, where","there are no such representatives, from the","employees themselves, as provided for","under national law. The members shall be","informed thereof and that opinion shall be","appended to that report."],"old":["4. 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Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-388","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160h \u2013 paragraph 2 \u2013 point d a (new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:10"},"new":["(da) where appropriate, information on","the procedures by which arrangements for","the involvement of employees in the","definition of their rights to participation","in the converted company are determined","pursuant to Article 160j and on the","possible options for such arrangements;"],"old":[""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"388","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-389","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 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Lenaers","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-190","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 1"]],"meps":[95074],"meta":{"created":"2019-07-03T06:17:09"},"new":["1. Member States shall ensure that the","company carrying out the cross-border","conversion applies not less than five","months before the date of the general","meeting referred to in Article 86i to the","competent authority designated in","accordance with Article 86m(1), to appoint","an expert to examine and assess the draft","terms of the cross-border conversion and","the reports referred to in Articles 86e and","86f, subject to the proviso set out in","paragraph 6 of this Article."],"old":["1. 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Member States shall ensure that the","company carrying out the cross-border","conversion applies not less than two","","months before the date of the general","meeting referred to in Article 86i to the","competent authority designated in","accordance with Article 86m(1), to appoint","an expert to examine and assess the draft","terms of the cross-border conversion and","the reports referred to in Articles 86e and","86f, subject to the proviso set out in","paragraph 6 of this Article."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"192","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-395","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20 "]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:10"},"new":["3a. The European Works Councils,","where applicable, the national employee","representation bodies and the trade","unions represented in the company shall","have appropriate resources to conduct a","thorough analysis on the report."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"395","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-193","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:09"},"new":["The application to the competent authority","shall be accompanied by the following"],"old":["The application for the appointment of an","expert shall be accompanied by the","following:"],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"193","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-396","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160h \u2013 paragraph 4 a ( new)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:11"},"new":["4a. The Executive management or the","administrative organ of the company","which intends to carry out the cross-","border conversion, shall provide a","motivated and written response to the","employee opinion before the date of the","general meeting referred to in Article","160k."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"396","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-194","justification":"That information of workers representatives that they shall be declared confidential is for the\nprotection of them. The separation of trade secrets should avoid, that the whole report is\ndeclared confidential and that this is used as excuse that the whole report can therefore not\nbe published.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 1 \u2013 subparagraph 2 \u2013 point a"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:09"},"new":["(a) the draft terms of the cross-border","conversion referred to in Article 86d; The","related information of the financial and","social security authorities shall be","included in the report; The report shall be","drafted in cooperation with the social","partners; Information of workers","representatives shall be declared","confidential by the expert; The part of the","report which contains information","declared as trade secrets shall be put in a","separate document which shall not be","published;"],"old":["(a) the draft terms of the cross-border","conversion referred to in Article 86d;",""],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"194","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-397","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160h \u2013 paragraph 5"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:11"},"new":["deleted"],"old":["5. However, where the company","being divided and all of their subsidiaries,","if any, have no employees, other than","those who form part of the management","or administrative organ, the report","referred to in paragraph 1, shall not be","required."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"397","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-195","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 1 \u2013 subparagraph 2 \u2013 point b"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:10"},"new":["(b) the report referred to in Articles","86e."],"old":["(b) the reports referred to in Articles","86e and 86f."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"195","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-196","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 2"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:10"},"new":["2. The competent authority shall","appoint two independent experts within","one month from the application referred to","in paragraph 1 and the receipt of the draft","terms and reports. The experts shall be","appointed on the basis of a pre-selected","list that was specifically established for","the purpose of assessing cross-border","conversions. The list shall include natural","persons on the basis of their personal","expertise. The fields of expertise to be","reflected in the list shall include at least","company law, taxation and fiscal law,","social security and workers\u2019 rights.","Together, the two independent experts","shall cover all of the fields of expertise","mentioned in this paragraph. An expert","may operate on their own behalf or on","behalf of a legal person. Member States","shall define fixed rates for the fees paid to","the independent experts, which shall be","paid by the company applying for the","conversion.","The experts shall be independent from the","company carrying out the cross-border","conversion . Member States shall take into","account, in assessing the independence of","the experts, the framework established in","Articles 22 to22b of Directive 2006/43/EC.","In addition:","(a) the experts or the legal person on","whose behalf they are operating, shall not","have performed work, in whatever","capacity, for the company applying for the","conversion in the five years prior to his or","her appointment or vice versa; and","(b) the two experts appointed shall not","operate on behalf of the same legal","person."],"old":["2. The competent authority shall","appoint an independent expert within five","working days from the application referred","","","to in paragraph 1 and the receipt of the","draft terms and reports. The expert shall be","independent from the company carrying","out the cross-border conversion and may","be a natural or a legal person depending","upon the law of the departure Member","State. Member States shall take into","account, in assessing the independence of","the expert, the framework established in","Articles 22 and 22b of Directive","2006/43/EC."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"196","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-398","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160h \u2013 paragraph 5a (new)"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:11"},"new":["5 a. In order to avoid duplications, the","company may decide to combine the","report referred to in paragraph 1 with the","report referred to in Article 160g."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"398","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-197","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3 "]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:10"},"new":["2. If it considers it necessary, the","competent authority shall be free to seek","the assistance of an independent expert","within five working days from the","application referred to in paragraph 1 and","the receipt of the draft terms and reports.","The expert shall be independent from the","company carrying out the cross-border","conversion and may be a natural or a legal","person depending upon the law of the","departure Member State. Member States","shall take into account, in assessing the","independence of the expert, the framework","established in Articles 22 and 22b of","Directive 2006/43/EC."],"old":["2. The competent authority shall","appoint an independent expert within five","working days from the application referred","to in paragraph 1 and the receipt of the","draft terms and reports. The expert shall be","independent from the company carrying","out the cross-border conversion and may","be a natural or a legal person depending","upon the law of the departure Member","State. Member States shall take into","account, in assessing the independence of","the expert, the framework established in","Articles 22 and 22b of Directive","2006/43/EC."],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"197","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-399","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160h \u2013 paragraph 6"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:11"},"new":["6. Paragraphs 1 to 5 are without","prejudice to the applicable information and","consultation rights and proceedings","instituted at national level following the","implementation of Directives 2001/23/EC,","2002/14/EC or 2009/38/EC, while not","causing any duplication of reporting","requirements."],"old":["6. Paragraphs 1 to 5 are without","prejudice to the applicable information and","consultation rights and proceedings","instituted at national level following the","implementation of Directives 2001/23/EC,","","2002/14/EC or 2009/38/EC."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"399","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-198","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 2"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:10"},"new":["2. The competent authority shall","appoint an independent expert within five","working days from the application referred","to in paragraph 1 and the receipt of the","draft terms and report. The expert shall be","independent from the company carrying","out the cross-border conversion and may","be a natural or a legal person depending","upon the law of the departure Member","State. Member States shall take into","account, in assessing the independence of","the expert, the framework established in","Articles 22 and 22b of Directive","2006/43/EC."],"old":["2. The competent authority shall","appoint an independent expert within five","working days from the application referred","to in paragraph 1 and the receipt of the","draft terms and reports. The expert shall be","independent from the company carrying","out the cross-border conversion and may","be a natural or a legal person depending","upon the law of the departure Member","State. Member States shall take into","account, in assessing the independence of","the expert, the framework established in","Articles 22 and 22b of Directive","2006/43/EC."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"198","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jeroen Lenaers","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-400","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160i \u2013 paragraph 1"]],"meps":[95074],"meta":{"created":"2019-07-03T06:17:11"},"new":["1. Member States shall ensure that the","company being divided applies to the","competent authority, designated in","accordance with Article 160o(1), not less","than five months before the date of the","general meeting referred to in Article 160k,","to appoint an expert to examine and assess","the draft terms of cross-border division and","the reports referred to in Articles 160g and","160h, subject to the proviso set out in","paragraph 6 of this Article."],"old":["1. Member States shall ensure that the","company being divided applies to the","competent authority, designated in","accordance with Article 160o(1), not less","than two months before the date of the","general meeting referred to in Article 160k,","to appoint an expert to examine and assess","the draft terms of cross-border division and","the reports referred to in Articles 160g and","160h, subject to the proviso set out in","paragraph 6 of this Article."],"orig_lang":"nl","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"400","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-199","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 3"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:10"},"new":["3. Where there is reasonable doubt as","to the real reason for a cross-border","conversion, the competent authority shall","draw up a written report providing at least:"],"old":["3. The expert shall draw up a written","report providing at least:"],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"199","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-401","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160i\u2013paragraph 1"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:11"},"new":["1. Member States shall ensure that the","company being divided applies to the","competent authority, designated in","accordance with Article 160o(1), not less","than two months before the date of the","general meeting referred to in Article 160k,","to appoint an expert to examine and assess","the draft terms of cross-border division and","the reports referred to in Article 160g","subject to the proviso set out in paragraph","6 of this Article."],"old":["1. Member States shall ensure that the","company being divided applies to the","competent authority, designated in","accordance with Article 160o(1), not less","than two months before the date of the","","general meeting referred to in Article 160k,","to appoint an expert to examine and assess","the draft terms of cross-border division and","the reports referred to in Articles 160g and","160h, subject to the proviso set out in","paragraph 6 of this Article."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"401","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-200","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 3 \u2013 point (b)"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:10"},"new":["(b) a description of all factual elements","necessary for the competent authority,","designated in accordance with Article","86m(1), to carry out an in-depth","assessment to determine whether the","intended cross-border conversion","constitutes an artificial arrangement in","accordance with Article 86n, including at a","minimum the following:","(i) the characteristics of the","establishment in the destination Member","State, including the intent, the sector, the","investment, the net turnover and profit or","loss,","(ii) the number of employees working","in the country of destination, the number","of employees working in another country","grouped according to the country of work,","the number of employees posted or sent in","the year prior to the conversion within the","meanings of Regulation (EC) No","883/2004andDirective96/71/EC, the","number of employees working","simultaneously in more than one Member","State within the meaning of Regulation","(EC) No883/2004,","(iii) the tax residence,","(iv) the assets and their location,","(v) the habitual place of work of the","employees and of specific groups of","employees,","(vi) the places where social","contributions are due;","(vii) the commercial risks assumed by","the converted company in the destination","Member State and the departure Member","State,","(viii) the composition of the balance","sheet and of the financial statement in the","destination Member State and in all","Member States in which the company","operates in the last two fiscal years."],"old":["(b) a description of all factual elements","necessary for the competent authority,","designated in accordance with Article","86m(1), to carry out an in-depth","assessment to determine whether the","intended cross-border conversion","constitutes an artificial arrangement in","accordance with Article 86n, including at a","minimum the following: the characteristics","of the establishment in the destination","Member State, including the intent, the","sector, the investment, the net turnover and","profit or loss, number of employees, the","composition of the balance sheet, the tax","residence, the assets and their location, the","habitual place of work of the employees","","and of specific groups of employees, the","place where social contributions are due","and the commercial risks assumed by the","converted company in the destination","Member State and the departure Member","State."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"200","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-402","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:11"},"new":["(b) the report referred to in Article","160g."],"old":["(b) the reports referred to in Articles","160g and 160h."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"402","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-201","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 3 \u2013 point b"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:10"},"new":["(b) a description of all factual elements","necessary for the competent authority,","designated in accordance with Article","86m(1), to carry out an in-depth","assessment to determine whether the","intended cross-border conversion","constitutes an artificial arrangement in","accordance with Article 86n, including at a","minimum the following: the characteristics","of the establishment in the destination","Member State, including the intent, the","sector, the investment, the net turnover and","profit or loss, number of employees, the","composition of the balance sheet, the tax","residence, the assets and their location, the","habitual place of work of the employees","and of specific groups of employees, the","place where social contributions are due","and the commercial risks assumed by the","converted company in the destination","Member State and the departure Member","State, the composition of the balance sheet","and of the financial statement in the","destination Member State and in all","Member States in which the company","operates in the last two fiscal years."],"old":["(b) a description of all factual elements","necessary for the competent authority,","designated in accordance with Article","86m(1), to carry out an in-depth","assessment to determine whether the","intended cross-border conversion","constitutes an artificial arrangement in","accordance with Article 86n, including at a","minimum the following: the characteristics","of the establishment in the destination","Member State, including the intent, the","sector, the investment, the net turnover and","profit or loss, number of employees, the","composition of the balance sheet, the tax","residence, the assets and their location, the","habitual place of work of the employees","and of specific groups of employees, the","place where social contributions are due","and the commercial risks assumed by the","converted company in the destination","Member State and the departure Member","State."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"201","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-403","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160i \u2013 paragraph 3 \u2013 point f"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:11"},"new":["(f) a description of all factual elements","necessary for the competent authority","designated in accordance with Article","160o(1), to carry out an in-depth","assessment to determine whether the","intended cross-border division constitutes","an artificial arrangement in accordance","with Article 160p, at a minimum the","following:","(i) the characteristics of the establishment","in the destination Member State, including","the intent, the sector, the investment, the","net turnover and profit or loss,","(ii) the number of employees working in","the country of destination, the number of","employees working in another country","grouped according to the country of work,","the number of employees posted or sent in","the year prior to the conversion within the","meanings of Regulation (EC) No883/2004","and Directive96/71/EC, the number of","employees working simultaneously in","more than one Member State within the","meaning of Regulation (EC) No883/2004,","(iii) the tax residence,","(iv) the assets and their location,","(v) the habitual place of work of the","employees and of specific groups of","employees,","(vi) the places where social contributions","are due;","(vii) the commercial risks assumed by the","converted company in the destination","Member State and the departure Member","State","(viii) the composition of the balance sheet","and of the financial statement in the","destination member state and in all","member States in which the company","operates in the last two fiscal years."],"old":["(f) a description of all factual elements","necessary for the competent authority","designated in accordance with Article","160o(1), to carry out an in-depth","assessment to determine whether the","intended cross-border division constitutes","an artificial arrangement in accordance","with Article 160p, at a minimum the","following: the characteristics of the","establishments in the Member States","concerned of the recipient companies,","","including the intent, the sector, the","investment, the net turnover and profit or","loss, number of employees, the","composition of the balance sheet, the tax","residence, the assets and their location, the","habitual place of work of the employees","and of specific groups of employees, the","place where social contributions are due","and the commercial risks assumed by the","company being divided in the Member","States of the recipient companies."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"403","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-202","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 3 a"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:10"},"new":["3a. Whenever relevant, the","independent experts shall ask questions to","and receive information from the","competent authority of the destination","Member State. The competent authority","shall ensure communication between the","independent expert and other authorities","in that Member State responsible for any","of the areas touched upon by this","Directive."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"202","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-203","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 4"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:10"},"new":["4. Member States shall ensure that the","competent authority is entitled to obtain,","from the company carrying out the cross-","border conversion, all relevant information","and documents and to carry out all","necessary investigations to verify all","elements of the draft terms or management","reports. The competent authority shall also","be entitled to receive comments and","opinions from the representatives of the","employees of the company, or, where there","are no such representatives, from the","employees themselves and also from the","creditors and members of the company."],"old":["4. Member States shall ensure that the","independent expert shall be entitled to","obtain, from the company carrying out the","cross-border conversion, all relevant","information and documents and to carry","out all necessary investigations to verify all","elements of the draft terms or management","reports. The expert shall also be entitled to","receive comments and opinions from the","representatives of the employees of the","company, or, where there are no such","representatives, from the employees","themselves and also from the creditors and","members of the company."],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"203","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-404","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160j \u2013 paragraph 1 \u2013 point b"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:11"},"new":["(b) the independent expert report","referred to in Article 160i, where","applicable and without disclosing any","confidential information;"],"old":["(b) the independent expert report","referred to in Article 160i, where","applicable;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"404","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-204","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 5"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:10"},"new":["5. Member States shall ensure that","information gathered by the competent","authority can only be used for the purpose","of drafting its report and that confidential","information, including business secrets,","shall not be disclosed. Where appropriate,","the competent authority may submit a","separate document containing any such","confidential information to the competent","authority, designated in accordance with","Article 86m(1) and that separate document","shall only be made available to the","company carrying out the cross-border","conversion and not be disclosed to any","other party."],"old":["5. Member States shall ensure that","information submitted to the independent","expert can only be used for the purpose of","drafting the report and that confidential","information, including business secrets,","shall not be disclosed. Where appropriate,","the expert may submit a separate document","containing any such confidential","information to the competent authority,","designated in accordance with Article","86m(1) and that separate document shall","only be made available to the company","carrying out the cross-border conversion","and not be disclosed to any other party."],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"204","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-405","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160k \u2013 paragraph 1"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:11"},"new":["1. After taking note of the reports","referred to in Articles 160g, 160h and 160i,","where applicable, the general meeting of","the company being divided shall decide by","means of a resolution, whether to approve","the draft terms of cross-border division.","Before a decision is taken, any preceding","applicable information and consultation","rights have to be met in such a way and at","such a time that an opinion by the","employee representatives can be taken","into consideration. The company shall","inform the competent authority designated","in accordance with Article 160o(1) of the","decision of the general meeting."],"old":["1. After taking note of the reports","referred to in Articles 160g, 160h and 160i,","where applicable, the general meeting of","the company being divided shall decide by","means of a resolution, whether to approve","the draft terms of cross-border division.","The company shall inform the competent","authority designated in accordance with","Article 160o(1) of the decision of the","general meeting."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"405","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-205","justification":"SMEs and micro-enterprises should not be excluded because there can be real and artificial\nstructures of holdings, or of branches which have a high grade of cross-border activities like\nconstruction and the transport sector to create Special subsidise to circumvent the\nrequirement of the rules. Means the protection of all stakeholders.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 6"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:10"},"new":["deleted"],"old":["6. Member States shall exempt","'micro' and 'small enterprises' as defined","in Commission Recommendation","2003/361/EC (**) from the provisions of","this Article."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"205","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-406","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160k \u2013 paragraph 1"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:11"},"new":["1. After taking note of the reports","referred to in Articles 160g, 160h and 160i,","where applicable, the general meeting of","the company being divided shall decide by","means of a resolution, whether to approve","the draft terms of cross-border division.","Prior to taking a decision, all applicable","information and consultation rights have","to be met in a way and at such a time that","an opinion by the employees can be taken","into consideration. The company shall","inform the competent authority designated","in accordance with Article 160o(1) of the","decision of the general meeting."],"old":["1. After taking note of the reports","referred to in Articles 160g, 160h and 160i,","where applicable, the general meeting of","the company being divided shall decide by","means of a resolution, whether to approve","the draft terms of cross-border division.","The company shall inform the competent","authority designated in accordance with","Article 160o(1) of the decision of the","general meeting."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"406","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-206","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 6"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:10"},"new":["6. Member States shall exempt micro,","small and medium sized enterprises, as","defined in Commission Recommendation","2003/361/EC (**) from the provisions of","this Article."],"old":["6. Member States shall exempt","'micro' and 'small enterprises' as defined","in Commission Recommendation","2003/361/EC (**) from the provisions of","this Article."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"206","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-407","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160k \u2013 paragraph 1"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:11"},"new":["1. After taking note of the reports","referred to in Articles 160g, and 160i,","where applicable, the general meeting of","the company being divided shall decide by","means of a resolution, whether to approve","the draft terms of cross-border division.","The company shall inform the competent","authority designated in accordance with","Article 160o(1) of the decision of the","general meeting."],"old":["1. After taking note of the reports","referred to in Articles 160g, 160h and 160i,","where applicable, the general meeting of","the company being divided shall decide by","means of a resolution, whether to approve","the draft terms of cross-border division.","The company shall inform the competent","authority designated in accordance with","","Article 160o(1) of the decision of the","general meeting."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"407","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-207","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 h \u2013 paragraph 1 \u2013 point b"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:10"},"new":["(b) the independent expert report","referred to in Article 86g, where","applicable, and without disclosing any","confidential information;"],"old":["(b) the independent expert report","referred to in Article 86g, where","applicable;"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"207","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-408","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160l \u2013 paragraph 2"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:11"},"new":["2. Member States shall ensure that the","members referred to in paragraph 1, may","dispose of their shareholdings, in","consideration of appropriate cash","compensation paid, once the cross-border","division has taken effect in accordance","with Article 160t, by one or more of the","following:"],"old":["2. Member States shall ensure that the","members referred to in paragraph 1, may","dispose of their shareholdings, in","consideration of adequate cash","compensation paid, once the cross-border","division has taken effect in accordance","with Article 160t, by one or more of the","following:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"408","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-208","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 h \u2013 paragraph 1 \u2013 point c"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:11"},"new":["(c) a notice informing the members,","creditors and employees and/or trade","unions which have members in the","company carrying of the company","carrying out the cross-border conversion","that they may submit, before the date of the","general meeting, comments concerning the","documents referred to in points (a) and (b)","of the first subparagraph to the company","and to the competent authority designated","in accordance with Article 86m(1)."],"old":["(c) a notice informing the members,","creditors and employees of the company","carrying out the cross-border conversion","that they may submit, before the date of the","general meeting, comments concerning the","documents referred to in points (a) and (b)","of the first subparagraph to the company","and to the competent authority designated","in accordance with Article 86m(1)."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"208","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-409","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160l \u2013 paragraph 3"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:11"},"new":["3. Member States shall ensure that a","company being divided makes an offer of","appropriate cash compensation in the draft","terms of the cross-border division as","specified in Article 160e(1)(q) to the","members, referred to in paragraph 1 of this","Article, who wish to exercise their right to","dispose of their shareholdings. Member","States shall also establish the period for the","acceptance of the offer which shall not in","any event exceed one month after the","general meeting referred to in Article 160k.","Member States shall further ensure that a","company is able to accept an offer","communicated electronically to an address","provided by the company for that purpose."],"old":["3. Member States shall ensure that a","company being divided makes an offer of","adequate cash compensation in the draft","terms of the cross-border division as","specified in Article 160e(1)(q) to the","members, referred to in paragraph 1 of this","Article, who wish to exercise their right to","dispose of their shareholdings. Member","States shall also establish the period for the","","acceptance of the offer which shall not in","any event exceed one month after the","general meeting referred to in Article 160k.","Member States shall further ensure that a","company is able to accept an offer","communicated electronically to an address","provided by the company for that purpose."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"409","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-410","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph -1 (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:11"},"new":["-1. It is a fundamental principle and","stated aim of this Article to secure","employees\u00b4 participation rights.","Therefore, in companies resulting from","the cross border division, at least the same","level of all elements of employee","participation rights should continue to","apply."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"410","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-209","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 h \u2013 paragraph 1 \u2013 point c a (new)"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:11"},"new":["(ca) Member States shall ensure that","information regarding the publication of","the notice referred to in point (c) is also","made available by a general","announcement in a suitable place in the","company carrying out the cross-border","conversion."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"209","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-411","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph 1"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:11"},"new":["deleted"],"old":["1. Without prejudice to paragraph 2,","each recipient company shall be subject to","the rules in force concerning employee","participation, if any, in the Member State","","where it has its registered office."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"411","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-210","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 h a (new)"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:11"},"new":["After Article 86h, the following Article","86ha is inserted:","Article 86ha","Approval by the employees","After taking note of the reports referred to","in Articles 86e, 86f and 86g, the","representatives of the employees of the","company carrying out the cross-border","conversion or, if there are no","representatives, the employees themselves,","shall decide, by simple majority, whether","to approve the draft terms of the cross-","border conversion. In case the","representatives of the employees or, where","applicable, the employees themselves,","reject the draft terms, the general meeting","of the company shall not proceed to vote","on the resolution referred to in Article","86i."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"210","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-412","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 1"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:11"},"new":["deleted"],"old":["1. Without prejudice to paragraph 2,","each recipient company shall be subject to","the rules in force concerning employee","participation, if any, in the Member State","where it has its registered office."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"412","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-211","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 i \u2013 paragraph 1"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:11"},"new":["1. After taking note of the reports","referred to in Articles 86e, 86f and 86g,","where applicable, the general meeting of","the company carrying out the conversion","shall decide, by means of a resolution,","whether to approve the draft terms of the","cross-border conversion. Before a decision","is taken, any preceding applicable","information and consultation rights have","to be met in such a way and at such a time","that an opinion by the employee","representatives can be taken into","consideration. The company shall inform","the competent authority designated in","accordance with Article 86m(1) of the","decision of the general meeting."],"old":["1. After taking note of the reports","referred to in Articles 86e, 86f and 86g,","where applicable, the general meeting of","","the company carrying out the conversion","shall decide, by means of a resolution,","whether to approve the draft terms of the","cross-border conversion. The company","shall inform the competent authority","designated in accordance with Article","86m(1) of the decision of the general","meeting."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"211","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-212","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 i \u2013 paragraph 1"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:11"},"new":["1. After taking note of the reports","referred to in Articles 86e, 86f and 86g,","where applicable, the general meeting of","the company carrying out the conversion","shall decide, by means of a resolution,","whether to approve the draft terms of the","cross-border conversion. Prior to taking a","decision, all applicable information and","consultation rights have to be met in a","way and at such a time that an opinion by","the employees can be taken into","consideration. The company shall inform","the competent authority designated in","accordance with Article 86m(1) of the","decision of the general meeting."],"old":["1. After taking note of the reports","referred to in Articles 86e, 86f and 86g,","where applicable, the general meeting of","the company carrying out the conversion","shall decide, by means of a resolution,","whether to approve the draft terms of the","cross-border conversion. The company","shall inform the competent authority","designated in accordance with Article","86m(1) of the decision of the general","meeting."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"212","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-413","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 2"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:12"},"new":["deleted","provide for at least the same level","provide for employees of"],"old":["2. However, the rules in force","concerning employee participation, if any,","in the Member State where the company","resulting from the cross-border division","has its registered office shall not apply,","where the company being divided, in the","six months prior to the publication of the","draft terms of the cross-border division as","referred to in Article 160e of this","Directive, has an average number of","employees equivalent to four fifths of the","applicable threshold, laid down in the law","of the Member State of the company being","","divided, which triggers the participation","of employees within the meaning of point","(k) of Article 2 of Directive 2001/86/EC,","or where the national law applicable to","each of the recipient companies does not:","(a)","of employee participation as operated in","the company being divided prior to the","division, measured by reference to the","proportion of employee representatives","amongst the members of the","administrative or supervisory organ or","their committees or of the management","group which covers the profit units of the","company, subject to employee","representation; or","(b)","establishments of the recipient companies","that are situated in other Member States","the same entitlement to exercise","participation rights as is enjoyed by those","employees employed in the Member State","where the recipient company has its","registered office."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"413","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-213","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 i\u2013 paragraph 1"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:11"},"new":["1. After taking note of the reports","referred to in Articles 86e and 86g, the","general meeting of the company carrying","out the conversion shall decide, by means","of a resolution, whether to approve the","draft terms of the cross-border conversion.","The company shall inform the competent","authority designated in accordance with","Article 86m(1) of the decision of the","general meeting."],"old":["1. After taking note of the reports","referred to in Articles 86e, 86f and 86g,","where applicable, the general meeting of","the company carrying out the conversion","shall decide, by means of a resolution,","whether to approve the draft terms of the","cross-border conversion. The company","shall inform the competent authority","designated in accordance with Article","86m(1) of the decision of the general","meeting."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"213","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-414","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph 2"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:12"},"new":["deleted","provide for at least the same level","provide for employees of"],"old":["2. However, the rules in force","concerning employee participation, if any,","in the Member State where the company","resulting from the cross-border division","has its registered office shall not apply,","where the company being divided, in the","six months prior to the publication of the","draft terms of the cross-border division as","referred to in Article 160e of this","","Directive, has an average number of","employees equivalent to four fifths of the","applicable threshold, laid down in the law","of the Member State of the company being","divided, which triggers the participation","of employees within the meaning of point","(k) of Article 2 of Directive 2001/86/EC,","or where the national law applicable to","each of the recipient companies does not:","(a)","of employee participation as operated in","the company being divided prior to the","division, measured by reference to the","proportion of employee representatives","amongst the members of the","administrative or supervisory organ or","their committees or of the management","group which covers the profit units of the","company, subject to employee","representation; or","(b)","establishments of the recipient companies","that are situated in other Member States","the same entitlement to exercise","participation rights as is enjoyed by those","employees employed in the Member State","where the recipient company has its","registered office."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"414","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-214","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 j \u2013 paragraph 1 \u2013 point a"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:11"},"new":["(a) the members holding shares with","voting rights who voted against the","approval of the draft terms of the cross-","border conversion;"],"old":["(a) the members holding shares with","voting rights and who did not vote for the","approval of the draft terms of the cross-","border conversion;"],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"214","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-415","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 2"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:12"},"new":["2. However, the rules in force","concerning employee participation, if any,","in the Member State where the company","resulting from the cross-border division has","its registered office shall not apply, where","the company being divided, in the six","months prior to the publication of the draft","terms of the cross-border division as","referred to in Article 160e of this Directive,","has an average number of 500 employees,","or where the national law applicable to","each of the recipient companies does not:"],"old":["2. However, the rules in force","concerning employee participation, if any,","in the Member State where the company","resulting from the cross-border division has","its registered office shall not apply, where","","the company being divided, in the six","months prior to the publication of the draft","terms of the cross-border division as","referred to in Article 160e of this Directive,","has an average number of employees","equivalent to four fifths of the applicable","threshold, laid down in the law of the","Member State of the company being","divided, which triggers the participation","of employees within the meaning of point","(k) of Article 2 of Directive 2001/86/EC,","or where the national law applicable to","each of the recipient companies does not:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"415","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-215","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 j \u2013 paragraph 2"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:11"},"new":["2. Member States shall ensure that the","members referred to in paragraph 1, may","dispose of their shareholdings, in","consideration of appropriate cash","compensation paid, once the cross-border","conversion has taken effect in accordance","with Article 86r, to one or more of the","following:"],"old":["2. Member States shall ensure that the","members referred to in paragraph 1, may","dispose of their shareholdings, in","consideration of adequate cash","compensation paid, once the cross-border","conversion has taken effect in accordance","with Article 86r, to one or more of the","following:"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"215","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-416","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph 2"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:12"},"new":["2. However, the rules in force","concerning employee participation, if any,","in the Member State where the company","resulting from the cross-border division has","its registered office shall not apply, where","the company being divided, in the six","months prior to the publication of the draft","terms of the cross-border division as","referred to in Article 160e of this Directive,","has an average number of employees","equivalent to the applicable threshold, laid","down in the law of the Member State of the","company being divided, which triggers the","participation of employees within the","meaning of point (k) of Article 2 of","Directive 2001/86/EC, or where the","national law applicable to each of the","recipient companies does not:"],"old":["2. However, the rules in force","concerning employee participation, if any,","in the Member State where the company","resulting from the cross-border division has","its registered office shall not apply, where","the company being divided, in the six","months prior to the publication of the draft","terms of the cross-border division as","referred to in Article 160e of this Directive,","has an average number of employees","equivalent to four fifths of the applicable","threshold, laid down in the law of the","Member State of the company being","divided, which triggers the participation of","employees within the meaning of point (k)","of Article 2 of Directive 2001/86/EC, or","where the national law applicable to each","of the recipient companies does not:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"416","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-216","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 j \u2013 paragraph 3"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:11"},"new":["3. Member States shall ensure that a","company carrying out a cross-border","conversion makes an offer of adequate","compensation in the draft terms of the","cross-border conversion as specified in the","Article 86d(1)(i) to the members, referred","to in paragraph 1 of this Article, who wish","to exercise their right to dispose of their","shareholdings. Members must express","their intention to avail themselves of their","exit right before the general meeting.","Member States shall further ensure that a","company is able to accept an offer","communicated electronically to an address","provided by the company for that purpose."],"old":["3. Member States shall ensure that a","company carrying out a cross-border","conversion makes an offer of adequate","compensation in the draft terms of the","cross-border conversion as specified in the","Article 86d(1)(i) to the members, referred","to in paragraph 1 of this Article, who wish","to exercise their right to dispose of their","shareholdings. Member States shall also","establish the period for the acceptance of","the offer, which shall not in any event","exceed one month after the general","meeting referred to in Article 86i. Member","States shall further ensure that a company","is able to accept an offer communicated","electronically to an address provided by the","company for that purpose."],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"216","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-417","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 2"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:12"},"new":["2. However, the rules in force","concerning employee participation, if any,","in the Member State where the company","resulting from the cross-border division has","its registered office shall not apply, where","the company being divided, in the six","months prior to the publication of the draft","terms of the cross-border division as","referred to in Article 160e of this Directive,","has an average number of employees","equivalent to four fifths of the applicable","threshold, laid down in the law of the","Member State of the company being","divided, which triggers the participation of","employees within the meaning of Article","160b paragraph 3a, or where the national","law applicable to each of the recipient","companies does not:"],"old":["2. However, the rules in force","concerning employee participation, if any,","in the Member State where the company","resulting from the cross-border division has","its registered office shall not apply, where","the company being divided, in the six","months prior to the publication of the draft","terms of the cross-border division as","referred to in Article 160e of this Directive,","has an average number of employees","equivalent to four fifths of the applicable","threshold, laid down in the law of the","Member State of the company being","divided, which triggers the participation of","employees within the meaning of point (k)","of Article 2 of Directive 2001/86/EC, or","where the national law applicable to each","of the recipient companies does not:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"417","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-217","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 j \u2013 paragraph 3"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:11"},"new":["3. Member States shall ensure that a","company carrying out a cross-border","conversion makes an offer of appropriate","compensation in the draft terms of the","cross-border conversion as specified in the","Article 86d(1)(i) to the members, referred","to in paragraph 1 of this Article, who wish","to exercise their right to dispose of their","shareholdings. Member States shall also","establish the period for the acceptance of","the offer, which shall not in any event","exceed one month after the general","meeting referred to in Article 86i. Member","States shall further ensure that the","company is able to accept an offer","communicated electronically to an address","provided by the company for that purpose."],"old":["3. Member States shall ensure that a","company carrying out a cross-border","conversion makes an offer of adequate","compensation in the draft terms of the","cross-border conversion as specified in the","Article 86d(1)(i) to the members, referred","to in paragraph 1 of this Article, who wish","to exercise their right to dispose of their","shareholdings. Member States shall also","establish the period for the acceptance of","the offer, which shall not in any event","exceed one month after the general","meeting referred to in Article 86i. Member","States shall further ensure that the","company is able to accept an offer","communicated electronically to an address","provided by the company for that purpose."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"217","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-218","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 j \u2013 paragraph 5"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:11"},"new":["5. Member States shall ensure that any","member who has accepted the offer of cash","compensation referred to in paragraph 3,","but who considers that the cash","compensation has not been adequately set,","is entitled to demand the recalculation of","the cash compensation offered before a","national court within 15 days of the","acceptance of the offer."],"old":["5. Member States shall ensure that any","member who has accepted the offer of cash","compensation referred to in paragraph 3,","but who considers that the cash","compensation has not been adequately set,","","is entitled to demand the recalculation of","the cash compensation offered before a","national court within one month of the","acceptance of the offer."],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"218","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-418","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 3"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:12"},"new":["The information, consultation and","participation of employees in the","companies resulting from the cross-border","division and their involvement in the","definition of such rights shall be the object","of an agreement between the employees","and the management and shall be","regulated by the Member States, mutatis","mutandis and subject to paragraphs 4 to 7","of this Article, in accordance with the","principles and procedures laid down in","Article 12(2) and (4) of Regulation (EC)","No 2157/2001and the following provisions","of Directive 2001/86/EC:"],"old":["3. In the cases referred to in 3.","paragraph 2, the participation of","employees in the companies resulting from","the cross-border division and their","","involvement in the definition of such rights","shall be regulated by the Member States,","mutatis mutandis and subject to paragraphs","4 to 7 of this Article, in accordance with","the principles and procedures laid down in","Article 12(2), (3) and (4) of Regulation","(EC) No 2157/2001 and the following","provisions of Directive 2001/86/EC:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"418","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Geoffroy Didier, Anne Sander, Elisabeth Morin-Chartier, J\u00e9r\u00f4me Lavrilleux","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-219","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 k \u2013 paragraph 2"]],"meps":[190774,24594,38596,124731],"meta":{"created":"2019-07-03T06:17:11"},"new":["2. Member States shall ensure that","creditors who are dissatisfied with the","protection of their interests provided for in","the draft terms of the cross-border","conversion, as provided for in Article","86d(f), and who have lodged their","objection before the cross-border","conversion may apply to the appropriate","administrative or judicial authority for","adequate safeguards within one month of","the disclosure referred to in Article 86h."],"old":["2. Member States shall ensure that","creditors who are dissatisfied with the","protection of their interests provided for in","the draft terms of the cross-border","conversion, as provided for in Article","86d(f), may apply to the appropriate","administrative or judicial authority for","adequate safeguards within one month of","the disclosure referred to in Article 86h."],"orig_lang":"fr","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"219","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-220","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 l \u2013 title"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:11"},"new":["Article 86l","Employee information, consultation and","participation"],"old":["Article 86l","Employee participation"],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"220","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-419","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph 3"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:12"},"new":["3. The information, consultation and","participation of employees in the","companies resulting from the cross-border","division and their involvement in the","definition of such rights shall be the object","of an agreement between the employees","and the management and shall be","regulated by the Member States, mutatis","mutandis and subject to paragraphs 4 to 7","of this Article, in accordance with the","principles and procedures laid down in","Article 12(2) and (4) of Regulation (EC)","No 2157/2001and the following provisions","of Directive 2001/86/EC:"],"old":["3. In the cases referred to in","paragraph 2, the participation of","employees in the companies resulting from","the cross-border division and their","involvement in the definition of such rights","shall be regulated by the Member States,","mutatis mutandis and subject to paragraphs","4 to 7 of this Article, in accordance with","the principles and procedures laid down in","Article 12(2), (3) and (4) of Regulation","(EC) No 2157/2001 and the following","provisions of Directive 2001/86/EC:"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"419","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-221","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 l a (new)"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:12"},"new":["After Article 86l the following Article 86la","is inserted:","Article 86l a (new) Collective agreements","Following the cross-border conversion,","the company carrying out the cross-","border conversion shall continue to","observe the terms and conditions agreed","in any collective agreements on the same","terms applicable to the company before","the conversion under such agreements,","until the date of termination or expiry of","the collective agreement or the entry into","force or application of another collective","agreement."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"221","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-222","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 l \u2013 paragraph 1 a (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:12"},"new":["It is a fundamental principle and stated","aim of this Article to secure employees\u00b4","participation rights. Therefore, in the","company resulting from the cross border","restructuring, at least the same level of all","elements of employee participation rights","shall continue to apply."],"old":["",""],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"222","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-420","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:12"},"new":["(b) Article 4(1), Article 4(2)(a), (b),","(c), (g) and (h), Article 4(3) and Article","4(4);"],"old":["(b) Article 4(1), Article 4(2)(a), (g) and","(h), Article 4(3) and Article 4(4);"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"420","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-223","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 l \u2013 paragraph 1"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:12"},"new":["deleted"],"old":["1. Without prejudice to paragraph 2,","the company resulting from the cross-","border conversion shall be subject to the","rules in force concerning employee","participation, if any, in the destination","Member State."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"223","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-421","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 3 \u2013 point b"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:12"},"new":["(b) Article 4(1), Article 4(2)(a), (b),","(c), (g) and (h), Article 4(3) and Article","4(4);"],"old":["(b) Article 4(1), Article 4(2)(a), (g) and","(h), Article 4(3) and Article 4(4);"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"421","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-224","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 l \u2013 paragraph 1"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:12"},"new":["deleted"],"old":["1. Without prejudice to paragraph 2,","the company resulting from the cross-","border conversion shall be subject to the","rules in force concerning employee","participation, if any, in the destination","Member State."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"224","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":"Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-422","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 3 \u2013 point e"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:12"},"new":["(e) Article7(1);"],"old":["(e) the first subparagraph of Article","7(1);"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"422","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Michael Detjen, Elena Gentile, Agnes Jongerius, Georgi Pirinski, Edouard Martin, Evelyn Regner","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE627.894-225","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 l \u2013 paragraph \u20131 (new)"]],"meps":[190799,124847,125021,124855,124947,96998],"meta":{"created":"2019-07-03T06:17:12"},"new":["-1. Where the management or","administrative organs of the participating","companies draw up a plan to carry out a","conversion, they shall as soon as possible","after publishing the draft terms of","conversion take the necessary steps,","including providing information about the","identity of the participating companies,","concerned subsidiaries or establishments,","and the number of their employees, to","start negotiations with the representatives","of the companies' employees on","arrangements for the involvement of","employees in the company or companies","resulting from the conversion."],"orig_lang":"en","peid":"PE627.894v01-00","reference":"2018/0114(COD)","seq":"225","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-627894_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-423","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph 3 \u2013 point e"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:12"},"new":["(e) Article 7(1);"],"old":["(e) the first subparagraph of Article","7(1);"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"423","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-424","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph 3 \u2013 point g"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:12"},"new":["(g) the Annex, with the exclusion of","points (a) en (b) and paragraph 2 of part","3, instead of which the following will","apply as a minimum:","The employees of the company, its","subsidiaries and establishments and/or","the representative body shall have the","right to elect and appoint a number of","members of the administrative or","supervisory body of the converted","company equal to two representatives in","companies up from 50 employees, one","third in companies having from 250","employees to 1000 employees and parity","in companies with more than 1000","employees."],"old":["(g) point (a) of part 3 of the Annex."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"424","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-425","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 3 \u2013 point g"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:12"},"new":["(g) the Annex, with the exclusion of","points (a), (b) and paragraph 2 of part 3,","instead of which the following will apply","as a minimum:","The employees of the company, its","subsidiaries and establishments and/or","the representative body shall have the","right to elect and appoint a number of","members of the administrative or","supervisory body of the converted","company equal to two representatives in","companies up from 50 employees, one","third in companies having from 250","employees to 1000 employees and parity","in companies with more than 1000","employees."],"old":["(g) point (a) of part 3 of the Annex."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"425","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-426","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 3 a (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:12"},"new":["3a. In the cases referred to in","paragraph 2 the national employee","participation rules, which have been in","force in the company which has been","divided, are applicable as standard rules","automatically, if the relevant thresholds of","these rules are met within a time period of","ten years after the conversion."],"old":["",""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"426","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-427","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph 3 a"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:12"},"new":["3a. The agreement reached shall","provide for at least the same level of","employee participation as operated in the","company prior to the division as well as at","least the level that would apply following","the rules in force concerning employee","participation, if any, in the destination","Member State. This level shall be","measured by reference to the proportion","of employee representatives amongst the","members of the administrative or","supervisory organ or their committees or","of the management group which covers","the profit units of the company, subject to","employee representation."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"427","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-428","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph 3 a (new)"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:12"},"new":["3 a. The agreement reached shall","provide for at least the same level of","employee participation as operated in the","company prior to the division as well as at","least the level that would apply following","the rules in force concerning employee","participation, if any, in the destination","Member State. This level shall be","measured by reference to the proportion","of employee representatives amongst the","members of the administrative or","supervisory organ or their committees or","of the management group which covers","the profit units of the company, subject to","employee representation."],"old":[""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"428","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-429","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 4 \u2013 point \u2013a (new)"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:12"},"new":["(-a) shall confer on the relevant organs","of the recipient companies the right to","choose without any prior negotiation to be","directly subject to standard rules for","participation referred to in point (a) Part","3 of the Annex, as laid down by the","legislation of the Member State in which","each company resulting from the cross-","border division is to have its registered","office, and to abide by those rules from","the date of registration;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"429","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-430","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20 "]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:12"},"new":["deleted"],"old":["(a) shall confer on the special","negotiating body the right to decide, by a","majority of two thirds of its members","representing at least two thirds of the","employees, not to open negotiations or to","terminate negotiations already opened","and to rely on the rules on participation in","force in the Member States of each of the","recipient companies;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"430","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-431","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph 4 \u2013 point a"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:12"},"new":["deleted"],"old":["(a) shall confer on the special","negotiating body the right to decide, by a","majority of two thirds of its members","representing at least two thirds of the","employees, not to open negotiations or to","terminate negotiations already opened","and to rely on the rules on participation in","force in the Member States of each of the","recipient companies;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"431","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-432","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20 "]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:13"},"new":["deleted"],"old":["(a) shall confer on the special","negotiating body the right to decide, by a","majority of two thirds of its members","representing at least two thirds of the","employees, not to open negotiations or to","terminate negotiations already opened","and to rely on the rules on participation in","force in the Member States of each of the","recipient companies;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"432","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-433","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 4 \u2013 point b"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:13"},"new":["deleted"],"old":["(b) may, in the case where, following","prior negotiations, standard rules for","participation apply and notwithstanding","such rules, decide to limit the proportion","of employee representatives in the","administrative organ of the recipient","companies. 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However, if in the company","being divided the employee","representatives constituted at least one","third of the administrative or supervisory","","board, the limitation may never result in a","lower proportion of employee","representatives in the administrative","organ than one third;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"435","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-436","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 4 \u2013 point c"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:13"},"new":["deleted"],"old":["(c) shall ensure that the rules on","participation that applied prior to the","cross-border division continue to apply","until the date of application of any","subsequently agreed rules or in the","absence of agreed rules until the","application of default rules in accordance","with point (a) of Part 3 of the Annex."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"436","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-437","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 4 \u2013 point c"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:13"},"new":["(c) shall ensure that the rules on","participation that applied prior to the cross-","border division continue to apply until the","date of application of any subsequently","agreed rules or in the absence of agreed","rules until the application of default rules","in accordance with point (g) of paragraph","3."],"old":["(c) shall ensure that the rules on","participation that applied prior to the cross-","border division continue to apply until the","date of application of any subsequently","agreed rules or in the absence of agreed","rules until the application of default rules","in accordance with point (a) of Part 3 of","","the Annex."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"437","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-438","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph 4 \u2013 point c"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:13"},"new":["(c) shall ensure that the rules on","participation that applied prior to the cross-","border division continue to apply until the","date of application of any subsequently","agreed rules or in the absence of agreed","rules until the application of default rules","in accordance with point (g) of paragraph","3."],"old":["(c) shall ensure that the rules on","participation that applied prior to the cross-","border division continue to apply until the","date of application of any subsequently","agreed rules or in the absence of agreed","rules until the application of default rules","in accordance with point (a) of Part 3 of","the Annex."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"438","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-439","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph 4 a (new)"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:13"},"new":["4a. In the interest of the company an","agreement must be sought with the","workforce as represented by recognised","trade unions a) on the establishment of a","European Works Council and b) workers","board level representation.","The negotiations must lead to an","agreement before the restructurings will","take effect.","In the case that the negotiations do not","reach an agreement, the following","standard rules apply:","1) for the establishment of an European","Works Council the Directive 2001/86/EC","of 8 October2001 supplementing the","Statute for a European Company with","regard to the involvement of employees","applies;","2) for the establishment of board-level","participation rights the following","proportion of workers representatives in","the company\u00b4s supervisory or","administrative organ applies related to the","number of workers: 2 representatives in","companies up from 50 workers, one third","up from 250 workers and parity up from","1000 workers."],"old":["",""],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"439","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-440","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 5"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:13"},"new":["deleted"],"old":["5. The extension of participation","rights to employees of the recipient","companies employed in other Member","States, referred to in point (b) of","paragraph 2, shall not entail any","obligation for Member States which","choose to do so to take those employees","into account when calculating the size of","workforce thresholds giving rise to","participation rights under national law."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"440","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-441","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph 5"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:13"},"new":["deleted"],"old":["5. The extension of participation","rights to employees of the recipient","companies employed in other Member","States, referred to in point (b) of","paragraph 2, shall not entail any","obligation for Member States which","choose to do so to take those employees","into account when calculating the size of","workforce thresholds giving rise to","participation rights under national law."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"441","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-442","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph 7"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:13"},"new":["7. Where the company resulting from","the cross-border division is operating under","an employee participation system, that","company shall be obliged to take measures","to ensure that employees' participation","rights are protected in the event of any","subsequent cross-border or domestic","merger, division or conversion for a period","of two years after the cross-border division","has taken effect, by applying, mutatis","mutandis, the rules laid down in paragraphs","1 to 6."],"old":["7. Where the company resulting from","the cross-border division is operating under","an employee participation system, that","company shall be obliged to take measures","to ensure that employees' participation","rights are protected in the event of any","subsequent cross-border or domestic","merger, division or conversion for a period","of three years after the cross-border","division has taken effect, by applying,","mutatis mutandis, the rules laid down in","paragraphs 1 to 6."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"442","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Joachim Schuster","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-443","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 7"]],"meps":[124837],"meta":{"created":"2019-07-03T06:17:13"},"new":["7. Where the company resulting from","the cross-border division is operating under","an employee participation system, that","company shall be obliged to take measures","to ensure that employees' participation","rights are protected in the event of any","subsequent cross-border or domestic","merger, division or conversion for a period","of ten years after the cross-border division","has taken effect, by applying, mutatis","mutandis, the rules laid down in paragraphs","1 to 6."],"old":["7. Where the company resulting from","the cross-border division is operating under","an employee participation system, that","company shall be obliged to take measures","to ensure that employees' participation","rights are protected in the event of any","subsequent cross-border or domestic","merger, division or conversion for a period","of three years after the cross-border","division has taken effect, by applying,","mutatis mutandis, the rules laid down in","paragraphs 1 to 6."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"443","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Paloma L\u00f3pez Bermejo","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-444","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 7"]],"meps":[125047],"meta":{"created":"2019-07-03T06:17:13"},"new":["Where the company resulting from","the cross-border division is operating under","an employee participation system, that","company shall be obliged to take measures","to ensure that employees' participation","rights are protected in the event of any","subsequent cross-border or domestic","merger, division or conversion for a period","of ten years after the cross-border division","has taken effect, by applying, mutatis","mutandis, the rules laid down in paragraphs","1 to 6."],"old":["7. Where the company resulting from 7.","the cross-border division is operating under","an employee participation system, that","company shall be obliged to take measures","to ensure that employees' participation","rights are protected in the event of any","subsequent cross-border or domestic","merger, division or conversion for a period","of three years after the cross-border","division has taken effect, by applying,","","mutatis mutandis, the rules laid down in","paragraphs 1 to 6."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"444","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Csaba S\u00f3gor","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-445","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph 8"]],"meps":[39724],"meta":{"created":"2019-07-03T06:17:13"},"new":["8. A company shall communicate to","its employees whether it chooses to apply","standard rules for participation referred","to in point (a) Part 3 of the Annex or","whether it enters into negotiations within","the special negotiating body. In the latter","case the company shall communicate to its","employees the outcome of the negotiations","without undue delay."],"old":["8. A company shall communicate to","its employees the outcome of the","negotiations concerning employee","participation without undue delay."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"445","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-446","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160o \u2013 paragraph 2 \u2013 point b"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:14"},"new":["(b) the reports referred to in Articles","160g, 160h and 160i, as appropriate, and","including the employees\u2019 opinion and","response of the management;"],"old":["(b) the reports referred to in Articles","160g, 160h and 160i, as appropriate;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"446","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Jasenko Selimovic","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-447","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160o \u2013 paragraph 2 \u2013 point b"]],"meps":[134243],"meta":{"created":"2019-07-03T06:17:14"},"new":["(b) the reports referred to in Articles","160g, and 160i;"],"old":["(b) the reports referred to in Articles","160g, 160h and 160i, as appropriate;"],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"447","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Miroslavs Mitrofanovs","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-448","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160p \u2013 paragraph 1"]],"meps":[191695],"meta":{"created":"2019-07-03T06:17:14"},"new":["1. Member States shall ensure in order","to assess whether the cross-border division","constitutes an artificial arrangement within","the meaning of Article 160d(3) of this","Directive, the competent authority of the","company being divided shall carry out an","in-depth assessment of all relevant facts","and circumstances and shall take into","account at a minimum the following:","(i) the characteristics of the establishment","in the destination Member State, including","the intent, the sector, the investment, the","net turnover and profit or loss,","(ii) the number of employees working in","the country of destination, the number of","employees working in another country","grouped according to the country of work,","the number of employees posted in the","year prior to the conversion within the","meanings of Regulation (EC) No","883/2004andDirective 96/71/EC, the","number of employees working","simultaneously in more than one Member","State within the meaning of Regulation","(EC) No 883/2004,thecomposition of the","balance sheet,","(iii) the tax residence,","(iv) the assets and their location,","(v) the habitual place of work of the","employees and of specific groups of","employees,","(vi) the places where social contributions","are due,","(vii) and the commercial risks assumed by","the converted company in the destination","Member State and the departure Member","State, and","(viii) the composition of the balance sheet","and of the financial statement in the","destination member state and in all","member States in which the company","operates in the last two fiscal years."],"old":["1. Member States shall ensure in order","to assess whether the cross-border division","constitutes an artificial arrangement within","the meaning of Article 160d(3) of this","Directive, the competent authority of the","company being divided shall carry out an","in-depth assessment of all relevant facts","and circumstances and shall take into","account at a minimum the following: the","characteristics of the establishment in the","Member States concerned, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and their","location, the habitual place of work of the","employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the company being","divided in the Member State of that","company and Member States of recipient","","companies."],"orig_lang":"en","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"448","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":" Jeroen Lenaers","changes":{},"committee":["EMPL"],"date":"2018-10-01T00:00:00","id":"PE628.448-449","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160p \u2013 paragraph 2"]],"meps":[95074],"meta":{"created":"2019-07-03T06:17:14"},"new":["2. Member States shall ensure that","where the competent authority referred to","in paragraph 1 of this Article decides to","carry out an in-depth assessment, it is able","to hear the company and all parties that","have submitted observations pursuant","Article 160j(1) in accordance with national","law. The competent authorities referred to","in paragraph 1 may also hear any other","interested third parties in accordance with","national law. The competent authority shall","take its final decision regarding the issue of","the pre-division certificate within five","months from the start of the in-depth","assessment."],"old":["2. Member States shall ensure that","where the competent authority referred to","in paragraph 1 of this Article decides to","carry out an in-depth assessment, it is able","to hear the company and all parties that","have submitted observations pursuant","Article 160j(1) in accordance with national","law. The competent authorities referred to","in paragraph 1 may also hear any other","interested third parties in accordance with","national law. The competent authority shall","take its final decision regarding the issue of","the pre-division certificate within two","months from the start of the in-depth","assessment."],"orig_lang":"nl","peid":"PE628.448v01-00","reference":"2018/0114(COD)","seq":"449","src":"http://www.europarl.europa.eu/doceo/document/EMPL-AM-628448_EN.pdf"},{"authors":"Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-134","location":[["Proposal for a directive","Recital 1"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:20"},"new":["(1) The Directive (EU) 2017/1132 of","the European Parliament and of the","Council41 regulates cross-border mergers","of limited liability companies. These rules","represent a significant milestone in","improving the functioning of the Single","Market for companies and firms and to","exercise the freedom of establishment.","However, evaluation of these rules shows","that there is a need for modifications in","cross-border merger rules, especially with","a view to ensuring adequate protection for","workers, creditors and minority","shareholders. Furthermore, it is","appropriate to provide for rules regulating","cross-border conversions and divisions","with a view to fostering cross-border","company mobility, so as to provide a clear,","predictable, adequate up-to-date, inclusive","and equitable EU legal framework","regarding companies.","_________________","41","Directive (EU) 2017/1132 of the","European Parliament and of the Council of","14 June 2017 relating to certain aspects of","company law (codification) (OJ L 169,","30.6.2017, p. 46)."],"old":["(1) The Directive (EU) 2017/1132 of","the European Parliament and of the","Council41 regulates cross-border mergers","of limited liability companies. These rules","represent a significant milestone in","improving the functioning of the Single","Market for companies and firms and to","exercise the freedom of establishment.","However, evaluation of these rules shows","that there is a need for modifications in","cross-border merger rules. Furthermore, it","is appropriate to provide for rules","regulating cross-border conversions and","divisions.","_________________","41","Directive (EU) 2017/1132 of the","European Parliament and of the Council of","14 June 2017 relating to certain aspects of","company law (codification) (OJ L 169,","30.6.2017, p. 46)."],"orig_lang":"ro","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"134","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-135","location":[["Proposal for a directive","Recital 1"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:20"},"new":["(1) The Directive (EU) 2017/1132 of","the European Parliament and of the","Council41 regulates cross-border mergers","of limited liability companies. These rules","represent a significant milestone in","improving the functioning of the Single","Market for companies and firms and to","exercise the freedom of establishment on","the one hand and on the protection of key","stakeholders on the other. However,","evaluation of these rules shows that there is","a need for modifications in cross-border","merger rules. Furthermore, it is appropriate","to provide for rules regulating cross-border","conversions and divisions.","_________________","41","Directive (EU) 2017/1132 of the","European Parliament and of the Council of","14 June 2017 relating to certain aspects of","company law (codification) (OJ L 169,","30.6.2017, p. 46)."],"old":["(1) The Directive (EU) 2017/1132 of","the European Parliament and of the","Council41 regulates cross-border mergers","of limited liability companies. These rules","represent a significant milestone in","improving the functioning of the Single","Market for companies and firms and to","exercise the freedom of establishment.","However, evaluation of these rules shows","that there is a need for modifications in","cross-border merger rules. Furthermore, it","is appropriate to provide for rules","regulating cross-border conversions and","divisions.","_________________","41","Directive (EU) 2017/1132 of the","European Parliament and of the Council of","14 June 2017 relating to certain aspects of","company law (codification) (OJ L 169,","30.6.2017, p. 46)."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"135","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-136","location":[[" Proposal for a directive","Recital 1 a (new)"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:20"},"new":["(1a) In order to ensure sound and","prosperous companies that offer","economic and social added value to the","community, the European Union must lay","the foundations for a growth-friendly","legal and administrative environment","adapted to the new economic and social","challenges of globalisation and","digitisation, while at the same time","upholding legitimate public interests such","as the protection of employees, creditors","and minority shareholders and giving the","authorities the necessary guarantees to","counter fraud or wrongdoing."],"orig_lang":"ro","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"136","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-137","location":[["Proposal for a directive","Recital 2"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:20"},"new":["(2) Freedom of establishment is one of","the fundamental principles of Union law.","Under the second paragraph of Article 49","of the Treaty on the Functioning of the","European Union (\u2018TFEU\u2019), when read in","conjunction with Article 54 of the TFEU,","the freedom of establishment for","companies or firms includes, inter alia, the","right to form and manage such companies","or firms under the conditions laid down by","the legislation of the Member State of","establishment. This has been interpreted by","the Court of Justice of the European Union","extensively beyond the actual meaning of","the wording as encompassing the right of a","company or firm formed in accordance","with the legislation of a Member State to","convert itself into a company or firm","governed by the law of another Member","State, provided that the conditions laid","down by the legislation of that other","Member State are satisfied and, in","particular, that the test adopted by the latter","Member State to determine the connection","of a company or firm to its national legal","order is satisfied."],"old":["(2) Freedom of establishment is one of","the fundamental principles of Union law.","Under the second paragraph of Article 49","of the Treaty on the Functioning of the","European Union (\u2018TFEU\u2019), when read in","conjunction with Article 54 of the TFEU,","the freedom of establishment for","companies or firms includes, inter alia, the","right to form and manage such companies","or firms under the conditions laid down by","the legislation of the Member State of","establishment. This has been interpreted by","the Court of Justice of the European Union","as encompassing the right of a company or","firm formed in accordance with the","legislation of a Member State to convert","itself into a company or firm governed by","the law of another Member State, provided","that the conditions laid down by the","legislation of that other Member State are","satisfied and, in particular, that the test","adopted by the latter Member State to","determine the connection of a company or","firm to its national legal order is satisfied."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"137","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-138","location":[["Proposal for a directive","Recital 2 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:21"},"new":["(2a) The freedom of establishment and","the development of the internal market","are no stand-alone principles or objectives","of the EU. They should always be","balanced with, in particular in the context","of this Directive, the Union\u2019s principles","and objectives regarding social progress,","the promotion of a high level of","employment and the guarantee of","adequate social protection, embedded in","Article 3 of the Treaty on the European","Union and Article 9 of the TFEU. It is","therefore clear that the development of","the internal market should contribute to","social cohesion and upward social","convergence, and should not fuel","competition between social systems,","putting pressure on those systems to lower","their standards."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"138","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-139","location":[[" Proposal for a directive","Recital 2 b (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:21"},"new":["(2b) EU policy should also contribute","to the promotion and reinforcement of","social dialogue, in line with article 151","TFEU. It is therefore also the objective of","this Directive to secure employees\u2019","information, consultation and","participation rights and to ensure that any","cross-border mobility of companies can","never lead to the lowering of these rights.","Ensuring information, consultation and","participation of employees is essential for","all such actions to succeed."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"139","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-140","location":[["Proposal for a directive","Recital 2 c (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:21"},"new":["(2c) The freedom of establishment","should also in no way undermine the","principles regarding the countering fraud","and any other illegal activities affecting","the financial interests of the Union","included in article 310 of the TFEU."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"140","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-141","location":[["Proposal for a directive","Recital 3"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:21"},"new":["(3) In the absence of harmonisation of","Union law, the definition of the connecting","factor that determines the national law","applicable to a company or firm falls, in","accordance with Article 54 of the TFEU,","within the competence of each Member","State to so define. Article 54 of the TFEU","places the factor of the registered office,","the central administration and the principal","place of business of a company or firm at","the same degree of connection. Until now,","the interpretation provided in the case-law","of the Court of Justice42 stated that where","the Member State of new establishment,","namely the destination Member State,","requires only the transfer of the registered","office as a connecting factor for the","existence of a company under its national","legislation, the fact that only the registered","office (and not the central administration or","principal place of business) is transferred","does not as such exclude the applicability","of the freedom of establishment under","Article 49 of the TFEU. The choice of the","specific form of company in cross-border","mergers, conversions and divisions or the","choice of a Member State of establishment","are inherent in the exercise of the freedom","of establishment guaranteed by the TFEU","as part of a Single Market.","_________________","42","Judgment of the Court of Justice of 25","October 2017, Polbud \u2013 Wykonawstwo, C-","106/16, ECLI:EU:C:2017:804, paragraph","29."],"old":["(3) In the absence of harmonisation of","Union law, the definition of the connecting","factor that determines the national law","applicable to a company or firm falls, in","accordance with Article 54 of the TFEU,","within the competence of each Member","State to so define. Article 54 of the TFEU","places the factor of the registered office,","the central administration and the principal","place of business of a company or firm at","the same degree of connection. Therefore,","as clarified in case-law,42 where the","Member State of new establishment,","namely the destination Member State,","requires only the transfer of the registered","office as a connecting factor for the","existence of a company under its national","","legislation, the fact that only the registered","office (and not the central administration or","principal place of business) is transferred","does not as such exclude the applicability","of the freedom of establishment under","Article 49 of the TFEU. The choice of the","specific form of company in cross-border","mergers, conversions and divisions or the","choice of a Member State of establishment","are inherent in the exercise of the freedom","of establishment guaranteed by the TFEU","as part of a Single Market.","_________________","42","Judgment of the Court of Justice of 25","October 2017, Polbud \u2013 Wykonawstwo, C-","106/16, ECLI:EU:C:2017:804, paragraph","29."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"141","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-142","location":[[" Proposal for a directive","Recital 4"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:21"},"new":["(4) These developments in the case-law","have opened up new opportunities for","companies and firms in the Single Market","in order to foster economic growth,","effective competition and productivity. At","the same time, in the absence of a level","playing field in the form of coherent","social and fiscal rules, these developments","went hand-in-hand with the proliferation","of letterbox companies and abusive","practices, constituting artificial","arrangements and circumventing fiscal","and social security obligations as well as","undercutting workers\u2019 rights. The","objective of a Single Market without","internal borders for companies must be","reconciled with other objectives of","European integration such as social","protection for all, the protection of","workers' rights, the protection of creditors","and the protection of shareholders, as well","as the fight against attacks on financial","interests of the EU via for example money","laundering and tax evasion. In the absence","of harmonised rules specifically regarding","cross-border conversions, Member States","have developed a number of multifarious","legal provisions and administrative","practices. As a result, whereas companies","are already able to merge cross-border,","they experience a number of legal and","practical difficulties when wishing to","perform a cross-border conversion.","Moreover, the national legislation of many","Member States provides for the procedure","of domestic conversions without offering","an equivalent procedure for converting","cross-border."],"old":["(4) These developments in the case-law","have opened up new opportunities for","companies and firms in the Single Market","in order to foster economic growth,","effective competition and productivity. At","the same time, the objective of a Single","Market without internal borders for","companies must also be reconciled with","other objectives of European integration","such as social protection (in particular the","protection of workers), the protection of","creditors and the protection of","shareholders. Such objectives, in the","absence of harmonised rules specifically","regarding cross-border conversions, are","pursued by Member States through a","","number of multifarious legal provisions","and administrative practices. As a result,","whereas companies are already able to","merge cross-border, they experience a","number of legal and practical difficulties","when wishing to perform a cross-border","conversion. Moreover, the national","legislation of many Member States","provides for the procedure of domestic","conversions without offering an equivalent","procedure for converting cross-border."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"142","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-143","location":[["Proposal for a directive","Recital 4"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:21"},"new":["(4) These developments in the case-law","have opened up new opportunities for","companies and firms in the Single Market","to step up their business activities in order","to foster economic growth, effective","competition and productivity. At the same","time, the objective of a Single Market","without internal borders for companies","must also be reconciled with other","objectives of European integration such as","social protection (in particular the","protection of workers), the protection of","creditors and the protection of","shareholders. Such objectives, in the","absence of harmonised EU rules","specifically regarding cross-border","conversions, are pursued by Member States","through a number of multifarious legal","provisions and administrative practices,","creating an unsatisfactory climate in","terms of legal certainty, adversely","affecting both companies and","stakeholders and Member States. As a","result, whereas companies are already able","to merge cross-border, they experience a","number of legal and practical difficulties","when wishing to perform a cross-border","conversion. Moreover, the national","legislation of many Member States","provides for the procedure of domestic","conversions without offering an equivalent","procedure for converting cross-border."],"old":["(4) These developments in the case-law","have opened up new opportunities for","companies and firms in the Single Market","in order to foster economic growth,","effective competition and productivity. At","the same time, the objective of a Single","Market without internal borders for","companies must also be reconciled with","other objectives of European integration","such as social protection (in particular the","protection of workers), the protection of","creditors and the protection of","shareholders. Such objectives, in the","absence of harmonised rules specifically","","regarding cross-border conversions, are","pursued by Member States through a","number of multifarious legal provisions","and administrative practices. As a result,","whereas companies are already able to","merge cross-border, they experience a","number of legal and practical difficulties","when wishing to perform a cross-border","conversion. Moreover, the national","legislation of many Member States","provides for the procedure of domestic","conversions without offering an equivalent","procedure for converting cross-border."],"orig_lang":"ro","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"143","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-144","location":[[" Proposal for a directive","Recital 4"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:21"},"new":["(4) These developments in the case-law","have opened up new opportunities for","companies and firms in the Single Market.","At the same time, the objective of a Single","Market without internal borders for","companies must also be reconciled with","other objectives of European integration","such as social protection embedded in Art.","3 (3) TEU, Art. 9 and 151 TFEU, the","European Pillar of Social Rights and the","EU Charter of Fundamental Rights (in","particular the protection of workers), the","protection of creditors and the protection of","shareholders. Such objectives, in the","absence of harmonised rules specifically","regarding cross-border conversions, are","pursued by Member States through a","number of multifarious legal provisions","and administrative practices. As a result,","whereas companies are already able to","merge cross-border, they experience a","number of legal and practical difficulties","when wishing to perform a cross-border","conversion. Moreover, the national","legislation of many Member States","provides for the procedure of domestic","conversions without offering an equivalent","procedure for converting cross-border."],"old":["(4) These developments in the case-law","have opened up new opportunities for","companies and firms in the Single Market","in order to foster economic growth,","effective competition and productivity. At","the same time, the objective of a Single","Market without internal borders for","companies must also be reconciled with","other objectives of European integration","such as social protection (in particular the","protection of workers), the protection of","creditors and the protection of","shareholders. Such objectives, in the","absence of harmonised rules specifically","regarding cross-border conversions, are","pursued by Member States through a","number of multifarious legal provisions","and administrative practices. As a result,","","whereas companies are already able to","merge cross-border, they experience a","number of legal and practical difficulties","when wishing to perform a cross-border","conversion. Moreover, the national","legislation of many Member States","provides for the procedure of domestic","conversions without offering an equivalent","procedure for converting cross-border."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"144","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-145","location":[["Proposal for a directive","Recital 4"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:21"},"new":["(4) These developments in the case-law","have opened up new opportunities for","companies and firms in the Single Market","in order to foster economic growth,","effective competition and productivity. At","the same time, the objective of a Single","Market without internal borders for","companies must also be reconciled with","other objectives such as the protection of","creditors and the protection of","shareholders. Such objectives, in the","absence of harmonised rules specifically","regarding cross-border conversions, are","pursued by Member States through a","number of multifarious legal provisions","and administrative practices. As a result,","whereas companies are already able to","merge cross-border, they experience a","number of legal and practical difficulties","when wishing to perform a cross-border","conversion. Moreover, the national","legislation of many Member States","provides for the procedure of domestic","conversions without offering an equivalent","procedure for converting cross-border."],"old":["(4) These developments in the case-law","have opened up new opportunities for","companies and firms in the Single Market","in order to foster economic growth,","effective competition and productivity. At","the same time, the objective of a Single","Market without internal borders for","companies must also be reconciled with","other objectives of European integration","such as social protection (in particular the","protection of workers), the protection of","creditors and the protection of","shareholders. Such objectives, in the","absence of harmonised rules specifically","regarding cross-border conversions, are","pursued by Member States through a","number of multifarious legal provisions","and administrative practices. As a result,","whereas companies are already able to","merge cross-border, they experience a","number of legal and practical difficulties","when wishing to perform a cross-border","conversion. Moreover, the national","legislation of many Member States","provides for the procedure of domestic","conversions without offering an equivalent","","procedure for converting cross-border."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"145","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-146","location":[[" Proposal for a directive","Recital 5"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:21"},"new":["(5) This leads to legal fragmentation","and legal uncertainty, and thus to barriers","to the exercise of the freedom of","establishment and to the exploration of","new opportunities on the internal market,","especially for SMEs. It also leads to a","suboptimal and unequal protection of","employees, creditors and minority","shareholders within the Single Market."],"old":["(5) This leads to legal fragmentation","and legal uncertainty, and thus to barriers","to the exercise of the freedom of","establishment. It also leads to a suboptimal","protection of employees, creditors and","minority shareholders within the Single","Market."],"orig_lang":"ro","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"146","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-147","location":[[" Proposal for a directive","Recital 5"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:21"},"new":["(5) This leads to legal uncertainty, and","thus to barriers to the exercise of the","freedom of establishment."],"old":["(5) This leads to legal fragmentation","and legal uncertainty, and thus to barriers","to the exercise of the freedom of","establishment. It also leads to a","suboptimal protection of employees,","creditors and minority shareholders","within the Single Market."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"147","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-148","location":[["Proposal for a directive","Recital 6"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:21"},"new":["(6) It is appropriate therefore to","provide procedural and substantive rules on","cross-border conversions which would","contribute to the abolition of restrictions on","freedom of establishment and provide at","the same time adequate protection for","stakeholders such as employees, creditors","and minority shareholders. Loopholes need","to be closed and opportunities for abuses","related to tax, social security and the","rights of different stakeholders, need to be","prevented. It is therefore key to reorient","the direction taken by the Court of Justice","and clarify that it should not be possible","for a company to move its registered office","without moving their head office in order","to carry out a substantial part of its","economic activity in the member state of","destination."],"old":["(6) It is appropriate therefore to","provide procedural and substantive rules on","cross-border conversions which would","contribute to the abolition of restrictions on","freedom of establishment and provide at","the same time adequate and proportionate","protection for stakeholders such as","employees, creditors and minority","shareholders."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"148","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-149","location":[["Proposal for a directive","Recital 6"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:21"},"new":["(6) It is appropriate therefore to","provide procedural and substantive rules on","cross-border conversions which would","contribute to the abolition of restrictions on","freedom of establishment and provide at","the same time adequate and proportionate","protection for stakeholders, such as","employees while respecting national","employment laws, and providing certainty","for creditors and minority shareholders."],"old":["(6) It is appropriate therefore to","provide procedural and substantive rules on","cross-border conversions which would","contribute to the abolition of restrictions on","freedom of establishment and provide at","the same time adequate and proportionate","protection for stakeholders such as","employees, creditors and minority","shareholders.",""],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"149","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-150","location":[[" Proposal for a directive","Recital 6"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:21"},"new":["(6) It is appropriate therefore to","provide harmonised EU procedural and","substantive rules on cross-border","conversions which would contribute to the","abolition of restrictions on freedom of","establishment and guarantee at the same","time the right to adequate, uniform and","proportionate protection for stakeholders","such as employees, creditors and minority","shareholders."],"old":["(6) It is appropriate therefore to","provide procedural and substantive rules on","cross-border conversions which would","contribute to the abolition of restrictions on","freedom of establishment and provide at","the same time adequate and proportionate","protection for stakeholders such as","employees, creditors and minority","shareholders."],"orig_lang":"ro","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"150","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" R\u0103zvan Popa","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-151","location":[[" Proposal for a directive","Recital 6"]],"meps":[189490],"meta":{"created":"2019-07-03T06:52:22"},"new":["(6) It is appropriate therefore to","provide procedural and substantive rules on","cross-border conversions which would","further facilitate the abolition of","restrictions on freedom of establishment","and provide at the same time adequate and","proportionate protection for stakeholders","such as employees, creditors and minority","shareholders."],"old":["(6) It is appropriate therefore to","provide procedural and substantive rules on","cross-border conversions which would","contribute to the abolition of restrictions","on freedom of establishment and provide at","the same time adequate and proportionate","protection for stakeholders such as","employees, creditors and minority","shareholders."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"151","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-152","location":[["Proposal for a directive","Recital 6 a (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:22"},"new":["(6a) It is necessary to clarify the","concepts of information and consultation","of employees with the objectives of","reinforcing the effectiveness of dialogue","at transnational level, permitting suitable","linkage between the national and","transnational levels of dialogue and","ensuring the legal certainty required for","the application of this Directive."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"152","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-153","location":[["Proposal for a directive","Recital 6 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:22"},"new":["(6a) The concepts of information and","consultation of employees need to be","clarified with the objectives of reinforcing","the effectiveness of dialogue at","transnational level. The definition of","\u2018consultation\u2019 should allow for the","expression of an opinion to be properly","used in the decision-making process."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"153","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-154","location":[[" Proposal for a directive","Recital 6 b (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:22"},"new":["(6b) The definition of \u2018consultation\u2019","needs to take account of the goal of","allowing for the expression of an opinion","which will be useful to the decision-","making process, which implies that the","consultation must take place at such time,","in such fashion and with such content as","appropriate"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"154","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-155","location":[[" Proposal for a directive","Recital 6 b (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:22"},"new":["(6b) This directive establishes","minimum requirements applicable","throughout the Member States while","allowing and encouraging Member States","to provide more favourable protection of","employees."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"155","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-156","location":[[" Proposal for a directive","Recital 6 c (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:22"},"new":["(6c) One of the purposes of this","directive is to establish minimum","requirements applicable throughout the","Member States while not preventing","Member States from laying down","provisions more favourable to employees."],"old":[""],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"156","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-157","location":[["Proposal for a directive","Recital 7"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:22"},"new":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies comply","with national laws and do not use the","cross-border conversion procedure in order","to create artificial arrangements or unduly","prejudice the legal or contractual rights of","employees, creditors or members;"],"old":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create artificial arrangements","aimed at obtaining undue tax advantages","or at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be","interpreted strictly and be based on an","individual assessment of all relevant","circumstances. A procedural and","substantive framework which describes","the margin of discretion and allows for","the diversity of approach by Member","States whilst at the same time setting out","the requirements to streamline the actions","to be taken by national authorities to fight","abuses in conformity with Union law","should be laid down."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"157","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-158","location":[[" Proposal for a directive","Recital 7"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:22"},"new":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create artificial arrangements","aimed at obtaining undue tax advantages or","at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. Therefore it is a fundamental","principle and stated aim of this Directive","to secure employees' participation rights.","This means, that in companies resulting","from the cross border conversion, at least","the same level of all elements of employee","participation rights should continue to","apply. The European Court of Justice","allows in its case law to set up regulation","for the protection of stakeholder interests.","A procedural and substantive framework","which describes the margin of discretion","and allows for the diversity of approach by","Member States whilst at the same time","setting out the requirements to streamline","the actions to be taken by national","authorities to fight abuses in conformity","with Union law should be laid down."],"old":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create artificial arrangements","aimed at obtaining undue tax advantages or","at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be","interpreted strictly and be based on an","individual assessment of all relevant","circumstances. A procedural and","substantive framework which describes the","margin of discretion and allows for the","diversity of approach by Member States","whilst at the same time setting out the","requirements to streamline the actions to be","taken by national authorities to fight abuses","in conformity with Union law should be","laid down."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"158","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Emil Radev","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-159","location":[["Proposal for a directive","Recital 7"]],"meps":[124850],"meta":{"created":"2019-07-03T06:52:22"},"new":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create artificial arrangements","aimed at tax abuses or abuses in respect of","the legal or contractual rights of","employees, creditors or members. In so far","as it constitutes a derogation from a","fundamental freedom, the fight against","abuses must be interpreted strictly and be","based on an individual assessment of all","relevant circumstances. A procedural and","substantive framework which describes the","margin of discretion and allows for the","diversity of approach by Member States","whilst at the same time setting out the","requirements to streamline the actions to be","taken by national authorities to fight abuses","in conformity with Union law should be","laid down."],"old":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be used","for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create artificial arrangements","aimed at obtaining undue tax advantages","or at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be interpreted","strictly and be based on an individual","assessment of all relevant circumstances. A","procedural and substantive framework","which describes the margin of discretion","and allows for the diversity of approach by","Member States whilst at the same time","setting out the requirements to streamline","the actions to be taken by national","authorities to fight abuses in conformity","with Union law should be laid down."],"orig_lang":"bg","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"159","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-160","location":[["Proposal for a directive","Recital 7"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:22"},"new":["(7) The right to merge, divide or","convert an existing company formed in a","Member State into a company governed by","another Member State should never be","used for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation, as this is","the case for example of letterbox","companies. In order to combat such","possible abuses, a general principle of","Union law, Member States are required to","ensure that companies do not use the cross-","border conversion, merger or division","procedure in order to create artificial","arrangements aimed, solely or partially, at","obtaining tax or social security advantages","or at prejudicing the legal or contractual","rights of employees, creditors or members.","The fight against abuses must be based on","an individual assessment of all relevant","circumstances. A common procedural and","substantive framework which sets out the","requirements to streamline the actions to be","taken by national authorities to fight abuses","in conformity with Union law should be","laid down, whilst describing, where strictly","necessary, the margin of discretion","allowed for Member States."],"old":["(7) The right to convert an existing","company formed in a Member State into a","company governed by another Member","State may in certain circumstances be","used for abusive purposes such as for the","circumvention of labour standards, social","security payments, tax obligations,","creditors', minority shareholders' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create artificial arrangements","aimed at obtaining undue tax advantages","or at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be","interpreted strictly and be based on an","individual assessment of all relevant","circumstances. A procedural and","substantive framework which describes the","margin of discretion and allows for the","diversity of approach by Member States","whilst at the same time setting out the","requirements to streamline the actions to be","taken by national authorities to fight abuses","in conformity with Union law should be","laid down."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"160","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Sergio Gaetano Cofferati, Jytte Guteland, Evelyne Gebhardt","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-161","location":[[" Proposal for a directive","Recital 7 a (new)"]],"meps":[96915,124991,1913],"meta":{"created":"2019-07-03T06:52:22"},"new":["(7a) The concept of establishment","within the meaning of the Treaty","provisions on freedom of establishment","involves the actual pursuit of an economic","activity through a fixed establishment in","the host Member State for an indefinite","period and it presupposes the pursuit of","genuine economic activity there. It is","therefore appropriate to ensure that the","company carrying out the cross-border","conversion or the merging companies, in","case of a cross-border merger, are","required to demonstrate on the basis of","ascertainable objective factors, to have a","fixed establishment and to pursuit","genuine and substantial economic activity","in the destination Member State for an","indefinite period. In order to combat","abuses and to avoid the use of cross-","border company restructuring processes","to create artificial arrangements, it is also","necessary to ensure that the companies","resulting from cross-border conversions","or cross-border mergers have their head","office in the destination Member State."],"old":[""],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"161","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-162","location":[["Proposal for a directive","Recital 7 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:22"},"new":["(7a) For the assessment of an artificial","arrangement for tax purposes, competent","authorities in the Member States shall","take into account at least a number of","factors laid down in Commission\u2019s","Recommendation of 6 December 2012","(2012/772/EU) on \u201caggressive tax","planning\u201d"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"162","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-163","location":[[" Proposal for a directive","Recital 8"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:22"},"new":["(8) The carrying out of a cross-border","conversion entails a change of legal form","for a company without losing its legal","personality and without the need for","renegotiation of business contracts.","However, it should not lead to the","circumvention of the requirements for","incorporation in the destination Member","State. Such conditions, including the","requirements to have a head office in the","destination Member State and those","relating to the disqualification of directors,","should be fully respected by the company.","However, the application of such","conditions by the destination Member State","may not affect the continuity of the","converted company's legal personality. A","company may convert into any regulated","legal form which exists in the destination","Member State, in accordance with Article","49 of the TFEU."],"old":["(8) The carrying out of a cross-border","conversion entails a change of legal form","for a company without losing its legal","personality. However, it should not lead to","the circumvention of the requirements for","incorporation in the destination Member","State. Such conditions, including the","requirements to have a head office in the","destination Member State and those","relating to the disqualification of directors,","should be fully respected by the company.","However, the application of such","conditions by the destination Member State","may not affect the continuity of the","converted company's legal personality. A","company may convert into any legal form","which exists in the destination Member","State, in accordance with Article 49 of the","TFEU."],"orig_lang":"ro","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"163","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-164","location":[[" Proposal for a directive","Recital 9"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:22"},"new":["(9) Given the complexity of cross-","border conversions and the multitude of the","interests concerned, it is appropriate to","provide for an ex-ante control in order to","create legal certainty. To that effect, a","structured and multi-layered procedure","should be set out whereby the competent","authorities of both the departure and the","destination Member State ensure that a","decision on the approval of a cross-border","conversion is taken in a fair, objective and","non-discriminatory manner on the basis of","all relevant elements and by taking into","account all legitimate public interests, in","particular, the protection of employees,","members and creditors. Member States","should also perform an ex-post","verification in cases where new","information has become available only","after the finalisation of the procedure to","check the legitimate character of the","conversion and take appropriate action in","case of irregularities."],"old":["(9) Given the complexity of cross-","border conversions and the multitude of the","interests concerned, it is appropriate to","provide for an ex-ante control in order to","create legal certainty. To that effect, a","structured and multi-layered procedure","","should be set out whereby the competent","authorities of both the departure and the","destination Member State ensure that a","decision on the approval of a cross-border","conversion is taken in a fair, objective and","non-discriminatory manner on the basis of","all relevant elements and by taking into","account all legitimate public interests, in","particular, the protection of employees,","members and creditors."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"164","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-165","location":[["Proposal for a directive","Recital 10"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:22"},"new":["(10) To allow all stakeholders'","legitimate interests to be taken into account","in the procedure governing a cross-border","conversion, the company should disclose at","the proper time the draft terms of the","cross-border conversion containing the","most important information about the","proposed cross-border conversion,","including the envisaged new company","form, the instrument of constitution and the","proposed timetable for the conversion.","Members, creditors and employees of the","company carrying out the cross-border","conversion should be notified, without","unjustified delay in order that they can","have sufficient time to submit comments","with regard to the proposed conversion."],"old":["(10) To allow all stakeholders'","legitimate interests to be taken into account","in the procedure governing a cross-border","conversion, the company should disclose","the draft terms of the cross-border","conversion containing the most important","information about the proposed cross-","border conversion, including the envisaged","new company form, the instrument of","constitution and the proposed timetable for","the conversion. Members, creditors and","employees of the company carrying out the","cross-border conversion should be notified","in order that they can submit comments","with regard to the proposed conversion."],"orig_lang":"ro","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"165","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-166","location":[[" Proposal for a directive","Recital 10"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:22"},"new":["(10) To allow all stakeholders'","legitimate interests to be taken into account","in the procedure governing a cross-border","conversion, the company should disclose","the draft terms of the cross-border","conversion containing the information","about the proposed cross-border","conversion, including the envisaged new","company form, the instrument of","constitution and the proposed timetable for","the conversion. Members, creditors and","employees of the company carrying out the","cross-border conversion should be notified","and be given this information in due time","in order that they can submit comments","with regard to the proposed conversion."],"old":["(10) To allow all stakeholders'","legitimate interests to be taken into account","in the procedure governing a cross-border","conversion, the company should disclose","the draft terms of the cross-border","conversion containing the most important","information about the proposed cross-","border conversion, including the envisaged","new company form, the instrument of","constitution and the proposed timetable for","the conversion. Members, creditors and","employees of the company carrying out the","cross-border conversion should be notified","in order that they can submit comments","with regard to the proposed conversion."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"166","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-167","location":[[" Proposal for a directive","Recital 10"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:23"},"new":["(10) To allow all stakeholders'","legitimate interests to be taken into account","in the procedure governing a cross-border","conversion, the company should disclose","the draft terms of the cross-border","conversion containing the most important","information about the proposed cross-","border conversion, including the envisaged","new company form, the instrument of","constitution and the proposed timetable for","the conversion. Members, creditors,","investors and employees of the company","carrying out the cross-border conversion","should be notified in a timely manner so","that they can submit comments with regard","to the proposed conversion."],"old":["(10) To allow all stakeholders'","legitimate interests to be taken into account","in the procedure governing a cross-border","conversion, the company should disclose","the draft terms of the cross-border","conversion containing the most important","information about the proposed cross-","border conversion, including the envisaged","new company form, the instrument of","","","constitution and the proposed timetable for","the conversion. Members, creditors and","employees of the company carrying out the","cross-border conversion should be notified","in order that they can submit comments","with regard to the proposed conversion."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"167","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"R\u0103zvan Popa","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-168","location":[["Proposal for a directive","Recital 10"]],"meps":[189490],"meta":{"created":"2019-07-03T06:52:23"},"new":["(10) To allow all stakeholders'","legitimate interests to be taken into account","in the procedure governing a cross-border","conversion, the company should disclose","the draft terms of the cross-border","conversion containing the most important","information about the proposed cross-","border conversion, including the envisaged","new company form, the instrument of","constitution and the proposed timetable for","the conversion. Members, creditors and","employees of the company carrying out the","cross-border conversion should be notified","in due time in order for them to be able","to submit comments with regard to the","proposed conversion."],"old":["(10) To allow all stakeholders'","legitimate interests to be taken into account","in the procedure governing a cross-border","conversion, the company should disclose","the draft terms of the cross-border","conversion containing the most important","information about the proposed cross-","border conversion, including the envisaged","new company form, the instrument of","constitution and the proposed timetable for","the conversion. Members, creditors and","employees of the company carrying out the","cross-border conversion should be notified","in order that they can submit comments","with regard to the proposed conversion."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"168","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-169","location":[["Proposal for a directive","Recital 11"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:23"},"new":["(11) In order to provide information to","its members, the company carrying out the","cross-border conversion should prepare a","report. The report should explain and","substantiate the legal and economic aspects","of the proposed cross-border conversion, in","particular the implications of the cross-","border conversion for members with regard","to the future business of the company and","the management organ's strategic plan. It","should also include potential remedies","available to members, where they do not","agree with the decision to carry out a cross-","border conversion."],"old":["(11) In order to provide information to","its members, the company carrying out the","cross-border conversion should prepare a","report. The report should explain and","substantiate the legal and economic aspects","of the proposed cross-border conversion, in","particular the implications of the cross-","border conversion for members with regard","to the future business of the company and","the management organ's strategic plan. It","should also include potential remedies","available to members, where they do not","agree with the decision to carry out a cross-","border conversion. This report should also","be made available to the employees of the","company carrying our cross-border","conversion."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"169","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" R\u0103zvan Popa","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-170","location":[[" Proposal for a directive","Recital 11"]],"meps":[189490],"meta":{"created":"2019-07-03T06:52:23"},"new":["(11) In order to provide information to","its members, the company carrying out the","cross-border conversion should prepare a","detailed report. The report should explain","and substantiate the legal and economic","aspects of the proposed cross-border","conversion, in particular the implications","of the cross-border conversion for","members with regard to the future business","of the company and the management","organ's strategic plan. It should also","include potential remedies available to","members, where they do not agree with the","decision to carry out a cross-border","conversion. This report should also be","made available to the employees of the","company carrying our cross-border","conversion."],"old":["(11) In order to provide information to","its members, the company carrying out the","cross-border conversion should prepare a","report. The report should explain and","substantiate the legal and economic aspects","of the proposed cross-border conversion, in","particular the implications of the cross-","border conversion for members with regard","to the future business of the company and","the management organ's strategic plan. It","should also include potential remedies","available to members, where they do not","agree with the decision to carry out a cross-","border conversion. This report should also","be made available to the employees of the","company carrying our cross-border","conversion."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"170","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-171","location":[["Proposal for a directive","Recital 12"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:23"},"new":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should prepare","a report explaining the implications of the","proposed cross-border conversion for","employees. The report should explain in","particular the implications of the proposed","cross-border conversion on the","safeguarding of the jobs of the employees,","information on the procedures by which","arrangements for the involvement of","employees in the definition of their rights","to participation in the converted company","are determined pursuant to Article 861","and on the possible options for such","arrangements, whether there would be any","material change in the employment","relationships and on the application on","collective agreements and the locations of","the companies\u2019 places of business and how","each of these factors would relate to any","subsidiaries of the company. The provision","of the report should be without prejudice to","the applicable information and consultation","proceedings instituted at national level","following the implementation of Directive","2002/14/EC of the European Parliament","and of the Council43 or Directive","2009/38/EC of the European Parliament","and of the Council44 .","_________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"old":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should prepare","a report explaining the implications of the","proposed cross-border conversion for","employees. The report should explain in","particular the implications of the proposed","cross-border conversion on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the employment relationships","and the locations of the companies\u2019 places","of business and how each of these factors","would relate to any subsidiaries of the","company. This requirement should not","however apply where the only employees","of the company are in its administrative","organ. The provision of the report should","be without prejudice to the applicable","information and consultation proceedings","instituted at national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive 2009/38/EC of the","European Parliament and of the Council44 .","_________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","","","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"171","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" R\u0103zvan Popa","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-172","location":[[" Proposal for a directive","Recital 12"]],"meps":[189490],"meta":{"created":"2019-07-03T06:52:23"},"new":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should prepare","a report explaining the implications of the","proposed cross-border conversion for","employees. The report should explain in","particular the implications of the proposed","cross-border conversion on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the employment relationships, in","their contractual arrangements and the","locations of the companies\u2019 places of","business and how each of these factors","would relate to any subsidiaries of the","company. This requirement should not","however apply where the only employees","of the company are in its administrative","organ. The provision of the report should","be carried out in due time in order for the","employees or their representatives to be","able to submit their comments without","prejudice to the applicable information and","consultation proceedings instituted at","national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive 2009/38/EC of the","European Parliament and of the Council44 .","_________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"old":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should prepare","a report explaining the implications of the","proposed cross-border conversion for","employees. The report should explain in","particular the implications of the proposed","cross-border conversion on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the employment relationships","and the locations of the companies\u2019 places","of business and how each of these factors","would relate to any subsidiaries of the","company. This requirement should not","however apply where the only employees","of the company are in its administrative","organ. The provision of the report should","be without prejudice to the applicable","information and consultation proceedings","instituted at national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive 2009/38/EC of the","European Parliament and of the Council44 .","","_________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"172","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-173","location":[["Proposal for a directive","Recital 12"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:23"},"new":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should prepare","a report explaining the implications of the","proposed cross-border conversion for","employees. The report should explain in","particular the implications of the proposed","cross-border conversion on the","safeguarding of the jobs of the employees,","information on the procedures by which","arrangements for the involvement of","employees in the definition of their rights","to participation in the converted company","are determined and on the possible","options for such arrangements, whether","there would be any material change in the","employment relationships and the locations","of the companies\u2019 places of business and","how each of these factors would relate to","any subsidiaries of the company. The","provision of the report should be without","prejudice to the applicable information and","consultation proceedings instituted at","national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive 2009/38/EC of the","European Parliament and of the Council44 .","_________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"old":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should prepare","a report explaining the implications of the","proposed cross-border conversion for","employees. The report should explain in","particular the implications of the proposed","cross-border conversion on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the employment relationships","and the locations of the companies\u2019 places","of business and how each of these factors","would relate to any subsidiaries of the","company. This requirement should not","","however apply where the only employees","of the company are in its administrative","organ. The provision of the report should","be without prejudice to the applicable","information and consultation proceedings","instituted at national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive 2009/38/EC of the","European Parliament and of the Council44 .","_________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"173","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-174","location":[[" Proposal for a directive","Recital 12"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:23"},"new":["(12) In order to provide information to","its employees, this report should also","explain the implications of the proposed","cross-border conversion for employees. It","should explain in particular the","implications of the proposed cross-border","conversion on the safeguarding of the jobs","of the employees, whether there would be","any material change in the employment","relationships and the locations of the","companies\u2019 places of business and how","each of these factors would relate to any","subsidiaries of the company. This","requirement should not however apply","where the only employees of the company","are in its administrative organ. The","provision of this information should be","without prejudice to the applicable","information and consultation proceedings","instituted at national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive 2009/38/EC of the","European Parliament and of the Council44 .","_________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"old":["(12) In order to provide information to","its employees, the company carrying out","the cross-border conversion should","prepare a report explaining the","implications of the proposed cross-border","conversion for employees. The report","","should explain in particular the","implications of the proposed cross-border","conversion on the safeguarding of the jobs","of the employees, whether there would be","any material change in the employment","relationships and the locations of the","companies\u2019 places of business and how","each of these factors would relate to any","subsidiaries of the company. This","requirement should not however apply","where the only employees of the company","are in its administrative organ. The","provision of the report should be without","prejudice to the applicable information and","consultation proceedings instituted at","national level following the","implementation of Directive 2002/14/EC","of the European Parliament and of the","Council43 or Directive 2009/38/EC of the","European Parliament and of the Council44 .","_________________","43","Directive 2002/14/EC of the European","Parliament and of the Council of 11 March","2002 establishing a general framework for","informing and consulting employees in the","European Community (OJ L 80, 23.3.2002,","p. 29).","44","Directive 2009/38/EC of the European","Parliament and of the Council of 6 May","2009 on the establishment of a European","Works Council or a procedure in","Community-scale undertakings and","Community-scale groups of undertakings","for the purposes of informing and","consulting employees (Recast) (OJ L 122,","16.5.2009, p. 28)."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"174","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"R\u0103zvan Popa","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-175","location":[["Proposal for a directive","Recital 12 a (new)"]],"meps":[189490],"meta":{"created":"2019-07-03T06:52:23"},"new":["(12a) The detailed report intended for","the employees should be made available","for the European Parliament, the works","council of the departure Member State","and the European Works Council."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"175","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-176","location":[[" Proposal for a directive","Recital 13"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:23"},"new":["(13) In order to assess the accuracy of","the information contained in the draft terms","of conversion and in the reports addressed","to the members and employees and to","provide factual elements necessary to","assess whether the proposed conversion","constitutes an artificial arrangement, an","independent expert report should be","required to be prepared in order to assess","the proposed cross-border conversion. In","order to secure the independence, the","competent authority, following an","application by the company, should","appoint two experts from a pre-selected","list, that have no past or current link with","the company concerned and are paid a","pre-set fee by the company. The experts","should not work for the same firm and","should together have expertise in the","fields of company law, taxation and fiscal","law, social security and workers\u2019 rights.","The independent experts should be","appointed within one month following the","application by the company and should","deliver their report within two months","after their appointment. In this context,","the expert report should present all","relevant information to enable the","competent authority in the departure","Member State to take an informed decision","as to whether or not to issue the pre-","conversion certificate. To this end, the","experts should be able to obtain all the","relevant company information and","documents, meet with employees and","employee representatives, and carry out all","necessary investigations in order to gather","all the evidence required. The experts","should use information, in particular net","turnover and profit or loss, number of","employees and the composition of balance","sheet collected by the company in view of","the preparation of financial statements in","accordance with Union law and the law of","Member States."],"old":["(13) In order to assess the accuracy of","the information contained in the draft terms","of conversion and in the reports addressed","to the members and employees and to","provide factual elements necessary to","assess whether the proposed conversion","constitutes an artificial arrangement, an","independent expert report should be","required to be prepared in order to assess","the proposed cross-border conversion. In","order to secure the independence of the","expert, the expert should be appointed by","the competent authority, following an","application by the company. In this","context, the expert report should present all","relevant information to enable the","competent authority in the departure","Member State to take an informed decision","as to whether or not to issue the pre-","conversion certificate. To this end, the","expert should be able to obtain all the","relevant company information and","documents and carry out all necessary","investigations in order to gather all the","evidence required. The expert should use","information, in particular net turnover and","profit or loss, number of employees and the","composition of balance sheet collected by","","the company in view of the preparation of","financial statements in accordance with","Union law and the law of Member States.","However, in order to protect any","confidential information, including","business secrets of the company, such","information should not form part of the","expert\u2019s final report which itself would be","publically available."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"176","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-177","location":[["Proposal for a directive","Recital 13"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:23"},"new":["(13) The competent national authorities","shall be able to assess the accuracy of the","information contained in the draft terms of","conversion and in the reports addressed to","the members and employees. Where the","competent authority consider, based on","reasonable grounds, that there is a risk","that the cross-border conversion","represents an artificial arrangement it shall","draw up a report in order to assess the","proposed cross-border conversion with all","necessary factual elements provided by","the company. In such case, the authority","can have recourse to an independent","expert. In this context, the report should","contain all relevant information to enable","the competent authority in the departure","Member State to take an informed decision","as to whether or not to issue the pre-","conversion certificate. To this end, the","competent authority should be able to","obtain all the relevant company","information, such as net turnover and","profit or loss, number of employees and the","composition of balance sheet collected by","the company in view of the preparation of","financial statements in accordance with","Union law and the law of Member States,","and documents and carry out all","necessary investigations in order to gather","all the evidence required. However, in","order to protect any confidential","information, including business secrets of","the company, such information should not","form part of the final report which itself","would be publically available."],"old":["(13) In order to assess the accuracy of","the information contained in the draft terms","of conversion and in the reports addressed","to the members and employees and to","provide factual elements necessary to","assess whether the proposed conversion","constitutes an artificial arrangement, an","independent expert report should be","required to be prepared in order to assess","the proposed cross-border conversion. In","order to secure the independence of the","expert, the expert should be appointed by","the competent authority, following an","application by the company. In this","context, the expert report should present","all relevant information to enable the","competent authority in the departure","Member State to take an informed decision","as to whether or not to issue the pre-","","conversion certificate. To this end, the","expert should be able to obtain all the","relevant company information and","documents and carry out all necessary","investigations in order to gather all the","evidence required. The expert should use","information, in particular net turnover and","profit or loss, number of employees and the","composition of balance sheet collected by","the company in view of the preparation of","financial statements in accordance with","Union law and the law of Member States.","However, in order to protect any","confidential information, including","business secrets of the company, such","information should not form part of the","expert\u2019s final report which itself would be","publically available."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"177","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-178","location":[[" Proposal for a directive","Recital 14"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:23"},"new":["deleted"],"old":["(14) With a view to avoiding","disproportionate costs and burdens for","smaller companies carrying out the cross-","border conversion, micro and small","enterprises, as defined in the Commission","Recommendation 2003/361/EC45 , should","be exempted from the requirement to","produce an independent expert report.","However, these companies can resort to","an independent expert report to prevent","litigation costs with creditors.","_________________","45","Commission Recommendation","2003/361/EC of 6 May 2003 concerning","the definition of micro, small and","medium-sized enterprises (OJ L 124,","20.5.2003, p. 36)."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"178","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-179","location":[["Proposal for a directive","Recital 14"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:24"},"new":["(14) With a view to avoiding","disproportionate costs and burdens for","smaller companies carrying out the cross-","border conversion, Member States can set","lower procedural and independent expert","fees for micro and small enterprises, as","defined in the Commission","Recommendation 2003/361/EC45.","_________________","45","Commission Recommendation","2003/361/EC of 6 May 2003 concerning","the definition of micro, small and medium-","sized enterprises (OJ L 124, 20.5.2003, p.","36)."],"old":["(14) With a view to avoiding","disproportionate costs and burdens for","smaller companies carrying out the cross-","border conversion, micro and small","enterprises, as defined in the Commission","Recommendation 2003/361/EC45 , should","be exempted from the requirement to","produce an independent expert report.","However, these companies can resort to","an independent expert report to prevent","litigation costs with creditors.","_________________","45","Commission Recommendation","2003/361/EC of 6 May 2003 concerning","the definition of micro, small and medium-","sized enterprises (OJ L 124, 20.5.2003, p.","36)."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"179","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-364","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:23"},"new":["deleted","the implications of the cross-","whether the factors set out in"],"old":["2. The report referred to in","paragraph 1, shall in particular explain","the following:","(a)","border conversion on the future business","of the company and on the management's","strategic plan;","(b) the implications of the cross-","border conversion on the safeguarding of","employment relationships;","(c) any material changes in the","conditions of employment and in the","location of the company\u2019s places of","business;","(d)","points (a), (b) and (c) also relate to any","subsidiaries of the company."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"364","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-180","location":[["Proposal for a directive","Recital 15"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:24"},"new":["(15) On the basis of the draft terms of","conversion and the reports, the general","meeting of the members of the company","should decide on whether or not to approve","those draft terms. It is important that the","majority requirement for such a vote","should be sufficiently high in order to","ensure that the decision to convert is a","collective one."],"old":["(15) On the basis of the draft terms of","conversion and the reports, the general","meeting of the members of the company","should decide on whether or not to approve","those draft terms. It is important that the","majority requirement for such a vote","","should be sufficiently high in order to","ensure that the decision to convert is a","collective one. In addition, members","should also have the right to vote on any","arrangements concerning employee","participation, if they have reserved that","right during the general meeting."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"180","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Evelyn Regner, Sergio Gaetano Cofferati, Jytte Guteland","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-365","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point a (new)"]],"meps":[96998,96915,124991],"meta":{"created":"2019-07-03T06:52:23"},"new":["(-a) the reasons of the cross-border","conversion;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"365","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-181","location":[[" Proposal for a directive","Recital 15"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:24"},"new":["(15) On the basis of the draft terms of","conversion and the reports, the general","meeting of the members of the company","should decide on whether or not to approve","those draft terms. It is important that the","majority requirement for such a vote","should be sufficiently high in order to","ensure that the decision to convert is a","collective one."],"old":["(15) On the basis of the draft terms of","conversion and the reports, the general","meeting of the members of the company","should decide on whether or not to approve","those draft terms. It is important that the","majority requirement for such a vote","should be sufficiently high in order to","ensure that the decision to convert is a","collective one. In addition, members","should also have the right to vote on any","arrangements concerning employee","participation, if they have reserved that","right during the general meeting."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"181","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-366","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point a"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:23"},"new":["deleted"],"old":["(a) the implications of the cross-","border conversion on the future business","of the company and on the management's","strategic plan;"],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"366","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-182","location":[[" Proposal for a directive","Recital 16"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:24"},"new":["(16) It is appropriate that those members","who held voting rights and who voted","against or were unable to attend the","general meeting but expressed their","intention before the meeting to vote","against the approval of the draft terms of","conversion and those members without","voting rights, who could not present their","position, should be afforded the right to","exit the company. Those members should","be able to leave the company and receive","cash compensation for their shares","equivalent to the value of their shares.","Furthermore, they should have a right to","challenge the calculation and adequacy of","that cash compensation offered before a","court."],"old":["(16) It is appropriate that those members","who held voting rights and who did not","","vote to approve the draft terms of","conversion and those members without","voting rights, who could not present their","position, should be afforded the right to","exit the company. Those members should","be able to leave the company and receive","cash compensation for their shares","equivalent to the value of their shares.","Furthermore, they should have a right to","challenge the calculation and adequacy of","that cash compensation offered before a","court."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"182","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-367","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point a a (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:23"},"new":["(aa) the reasons of the conversion"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"367","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-183","location":[["Proposal for a directive","Recital 16"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:24"},"new":["(16) It is necessary that those members","who held voting rights and who did not","vote to approve the draft terms of","conversion and those members without","voting rights, who could not present their","position, should be afforded the right to","exit the company. Those members should","be able to leave the company and receive","adequate cash compensation for their","shares equivalent to the value of their","shares. Furthermore, they should have a","right to challenge the calculation and","adequacy of that cash compensation","offered before a court."],"old":["(16) It is appropriate that those","members who held voting rights and who","did not vote to approve the draft terms of","conversion and those members without","voting rights, who could not present their","position, should be afforded the right to","exit the company. Those members should","be able to leave the company and receive","cash compensation for their shares","equivalent to the value of their shares.","Furthermore, they should have a right to","challenge the calculation and adequacy of","that cash compensation offered before a","court."],"orig_lang":"ro","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"183","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-368","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point b"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:23"},"new":["deleted"],"old":["(b) the implications of the cross-","border conversion on the safeguarding of","","","employment relationships;"],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"368","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-184","location":[[" Proposal for a directive","Recital 17"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:24"},"new":["(17) The company carrying a cross-","border conversion should also set out in the","draft terms of conversion measures to","ensure the adequate protection of creditors.","In addition, in order to strengthen the","protection of creditors in the case of","insolvency of the company following the","cross-border conversion, Member States","should be allowed to require the company","to make a declaration of solvency stating","that it is not aware of any reason why the","converted company should not be able to","meet its liabilities following the cross-","border conversion. In those circumstances,","Member States should be able to make the","members of the management organ","personally liable for the accuracy of that","declaration. As legal traditions vary","amongst Member States with regard to the","use of solvency declarations and their","possible consequences, it should be up to","Member States to draw appropriate","consequences for inaccurate or misleading","declarations, including effective and","proportionate sanctions and liabilities in","compliance with Union law."],"old":["(17) The company carrying a cross-","border conversion should also set out in the","draft terms of conversion measures to","ensure the protection of creditors. In","addition, in order to strengthen the","protection of creditors in the case of","insolvency of the company following the","cross-border conversion, Member States","should be allowed to require the company","to make a declaration of solvency stating","that it is not aware of any reason why the","converted company should not be able to","meet its liabilities. In those circumstances,","Member States should be able to make the","members of the management organ","personally liable for the accuracy of that","declaration. As legal traditions vary","amongst Member States with regard to the","use of solvency declarations and their","possible consequences, it should be up to","Member States to draw appropriate","consequences for inaccurate or misleading","declarations, including effective and","proportionate sanctions and liabilities in","compliance with Union law."],"orig_lang":"ro","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"184","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-369","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point b"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:23"},"new":["(b) the implications of the cross-border","conversion on the safeguarding of","employment relationships and employee","involvement"],"old":["(b) the implications of the cross-border","conversion on the safeguarding of","employment relationships;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"369","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-185","location":[[" Proposal for a directive","Recital 19"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:24"},"new":["(19) It is a fundamental principle and","stated aim of this Directive to secure","employees' participation rights.","Therefore, in the company resulting from","the cross border conversion, at least the","same level of all elements of employee","participation rights should continue to","apply. In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border conversion,","where the company carrying out the cross-","border conversion is operating under an","employee participation system in the","departure Member State, the company","should be obliged to take a legal form","allowing for the exercise of such","participation, including through the","presence of representatives of the","employees in the appropriate management","or supervisory organ of the company in the","destination Member State. Moreover, in","such a case, a bona fide negotiation","between the company and its employees","should take place, along the lines of the","procedure provided for in Directive","2001/86/EC, with a view to fundamental","principle to secure employees'","participation rights. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","in the Annex to Directive 2001/86/EC","should apply, mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","participation rights through carrying out","subsequent domestic or cross-border","conversion, merger or division within ten","years."],"old":["(19) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border conversion,","where the company carrying out the cross-","","border conversion is operating under an","employee participation system in the","departure Member State, the company","should be obliged to take a legal form","allowing for the exercise of such","participation, including through the","presence of representatives of the","employees in the appropriate management","or supervisory organ of the company in the","destination Member State. Moreover, in","such a case, a bona fide negotiation","between the company and its employees","should take place, along the lines of the","procedure provided for in Directive","2001/86/EC, with a view to finding an","amicable solution reconciling the right of","the company to carry out a cross-border","conversion with the employees' rights of","participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","in the Annex to Directive 2001/86/EC","should apply, mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","participation rights through carrying out","subsequent domestic or cross-border","conversion, merger or division within three","years."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"185","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-370","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 1 \u2013 paragraph 2 \u2013 point b"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:23"},"new":["(b) the implications of the cross-border","merger on employees and on the","safeguarding of employment relationships;","(This amendment applies throughout the","text. Adopting it will necessitate","corresponding changes throughout.)"],"old":["(b) the implications of the cross-border","conversion on the safeguarding of","employment relationships;"],"orig_lang":"ro","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"370","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-186","location":[["Proposal for a directive","Recital 19"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:24"},"new":["(19) In order to ensure that employee","participation is not prejudiced as a result of","the cross-border conversion, where the","company carrying out the cross-border","conversion is operating under an employee","participation system in the departure","Member State, the company should be","obliged to take a legal form allowing for","the exercise of such participation,","including through the presence of","representatives of the employees in the","appropriate management or supervisory","organ of the company in the destination","Member State. Moreover, in such a case, a","bona fide negotiation between the company","and its employees should take place, along","the lines of the procedure provided for in","Directive2001/86/EC, with a view to","finding an amicable solution to ensure the","employees' rights of information,","consultation and participation. The","agreement should ensure that at least the","same level of all elements of employee","involvement as applicable in the company","before the conversion, continues to apply.","As a result of those negotiations, either a","bespoke and agreed solution or, in the","absence of an agreement, the application of","standard rules should apply, mutatis","mutandis. In order to protect either the","agreed solution or the application of those","standard rules, the company should not be","able to remove the information,","consultation and participation rights","through carrying out subsequent domestic","or cross-border conversion, merger or","division within ten years."],"old":["(19) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border conversion,","where the company carrying out the cross-","border conversion is operating under an","employee participation system in the","departure Member State, the company","should be obliged to take a legal form","allowing for the exercise of such","participation, including through the","presence of representatives of the","employees in the appropriate management","or supervisory organ of the company in the","destination Member State. Moreover, in","such a case, a bona fide negotiation","between the company and its employees","should take place, along the lines of the","procedure provided for in Directive","2001/86/EC, with a view to finding an","amicable solution reconciling the right of","the company to carry out a cross-border","conversion with the employees' rights of","participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","in the Annex to Directive 2001/86/EC","should apply, mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","participation rights through carrying out","subsequent domestic or cross-border","conversion, merger or division within three","years."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"186","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-187","meps":[124693],"meta":{"created":"2019-07-03T06:52:24"},"new":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives."],"old":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives when the average number","of employees employed by that company is","equivalent to four fifths of the national","threshold for triggering such employee","participation."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"187","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-371","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point c"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:23"},"new":["deleted"],"old":["(c) any material changes in the","conditions of employment and in the","location of the company\u2019s places of","business;"],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"371","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"R\u0103zvan Popa","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-188","location":[["Proposal for a directive","Recital 20"]],"meps":[189490],"meta":{"created":"2019-07-03T06:52:24"},"new":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives when the average number","of employees employed by that company is","equivalent to two thirds of the national","threshold for triggering such employee","participation."],"old":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives when the average number","of employees employed by that company is","equivalent to four fifths of the national","threshold for triggering such employee","participation."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"188","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-372","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point c"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:23"},"new":["(c) any material changes in the","conditions of employment laid down by","law and collective agreements and","transnational company agreements","(TCAs) and in the location of the","company\u00b4s places of business,"],"old":["(c) any material changes in the","conditions of employment and in the","location of the company\u2019s places of","business;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"372","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-373","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point c"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:23"},"new":["(c) any material changes in the","conditions of employment, including the","conditions laid down in law and collective","agreements, and in the location of the","company\u2019s places of business;"],"old":["(c) any material changes in the","conditions of employment and in the","","location of the company\u2019s places of","business;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"373","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-189","location":[[" Proposal for a directive","Recital 20"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:24"},"new":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without entering into","negotiations with its employees or their","representatives when the average number","of employees employed by that company is","equivalent to the national threshold for","triggering such employee participation."],"old":["(20) In order to prevent the","circumvention of employee participation","rights by means of a cross-border","conversion, the company carrying out a","conversion which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border","conversion without first entering into","negotiations with its employees or their","representatives when the average number","of employees employed by that company is","equivalent to four fifths of the national","threshold for triggering such employee","participation."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"189","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-374","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:23"},"new":["deleted"],"old":["(d) whether the factors set out in","points (a), (b) and (c) also relate to any","subsidiaries of the company."],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"374","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-375","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive on cross border mergers","Article 86 f \u2013 paragraph 2 \u2013 point d"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:23"},"new":["(d) whether the factors set out in points","(a), (b) and (c) also relate to any","subsidiaries, branches or controlled","undertaking according to Article 3 of","Directive2009/38/EC of the company."],"old":["(d) whether the factors set out in points","(a), (b) and (c) also relate to any","subsidiaries of the company."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"375","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-190","location":[[" Proposal for a directive","Recital 21"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:24"},"new":["(21) To ensure a proper allocation of","tasks among Member States and an","efficient and effective ex-ante and ex-post","control of cross-border conversions, both","the departure and the destination Member","States should designate the appropriate","competent authorities. In particular, the","competent authorities of the departure","Member States should have the power to","issue a pre-conversion certificate without","which the competent authorities in the","destination Member State should not be","able to complete the cross-border","conversion procedure. A list of national","competent authorities in the Member","States shall be prepared and publish by","the Commission. Member States\u2019","competent authorities are expected to","collaborate together in cases of cross-","border conversions."],"old":["(21) To ensure a proper allocation of","tasks among Member States and an","efficient and effective ex-ante control of","cross-border conversions, both the","departure and the destination Member","States should designate the appropriate","competent authorities. In particular, the","competent authorities of the departure","Member States should have the power to","issue a pre-conversion certificate without","","","which the competent authorities in the","destination Member State should not be","able to complete the cross-border","conversion procedure."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"190","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Evelyn Regner, Sergio Gaetano Cofferati, Jytte Guteland","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-376","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d"]],"meps":[96998,96915,124991],"meta":{"created":"2019-07-03T06:52:23"},"new":["(d) whether the factors set out in points","(a), (b) and (c) also relate to any","subsidiaries, branches or controlled","undertakings according to Article 3 of the","Directive 2009/38/EC of the company."],"old":["(d) whether the factors set out in points","(a), (b) and (c) also relate to any","subsidiaries of the company."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"376","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"R\u0103zvan Popa","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-191","location":[["Proposal for a directive","Recital 21"]],"meps":[189490],"meta":{"created":"2019-07-03T06:52:24"},"new":["(21) To ensure a proper allocation of","tasks among Member States and an","efficient and effective ex-ante control of","cross-border conversions, both the","departure and the destination Member","States should designate the appropriate","competent authorities. In particular, the","competent authorities of the departure","Member States should have the power to","issue a pre-conversion certificate which the","competent authorities in the destination","Member State should require in order","to be able to complete the cross-border","conversion procedure."],"old":["(21) To ensure a proper allocation of","tasks among Member States and an","efficient and effective ex-ante control of","cross-border conversions, both the","departure and the destination Member","States should designate the appropriate","competent authorities. In particular, the","competent authorities of the departure","Member States should have the power to","issue a pre-conversion certificate without","which the competent authorities in the","destination Member State should not be","able to complete the cross-border","conversion procedure."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"191","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-192","location":[["Proposal for a directive","Recital 22"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:24"},"new":["(22) The issue of the pre-conversion","certificate by the departure Member State","should be scrutinised to ensure the legality","of the cross-border conversion of the","company. The competent authority of the","departure Member State should decide on","the issue of the pre-conversion certificate","within one month of the reception of","report by the independent experts, unless","it has serious concerns as to the existence","of an artificial arrangement. In such a case,","the competent authority should carry out an","in-depth assessment. However, this in-","depth assessment should not be carried out","systematically, but it should be conducted","on a case-by-case basis, where there are","serious concerns as to the existence of an","artificial arrangement. For their","assessment, competent authorities should","take into account at least a number of","factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","five months of informing the company that","the in-depth assessment will be carried out."],"old":["(22) The issue of the pre-conversion","certificate by the departure Member State","should be scrutinised to ensure the legality","of the cross-border conversion of the","company. The competent authority of the","departure Member State should decide on","the issue of the pre-conversion certificate","within one month of the application by the","company, unless it has serious concerns as","to the existence of an artificial arrangement","aimed at obtaining undue tax advantages","or unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In such a case, the competent","authority should carry out an in-depth","assessment. However, this in-depth","assessment should not be carried out","systematically, but it should be conducted","on a case-by-case basis, where there are","serious concerns as to the existence of an","artificial arrangement. For their","assessment, competent authorities should","take into account at least a number of","factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","two months of informing the company that","the in-depth assessment will be carried out."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"192","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-377","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:24"},"new":["(d) whether the factors set out in points","(a), (b) and (c) also relate to any","subsidiaries, branches or controlled","undertakings according to art 3 of","Directive 2009/38/EC of the company."],"old":["(d) whether the factors set out in points","(a), (b) and (c) also relate to any","subsidiaries of the company."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"377","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-193","location":[[" Proposal for a directive","Recital 22"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:25"},"new":["(22) The issue of the pre-conversion","certificate by the departure Member State","should be scrutinised to ensure the legality","of the cross-border conversion of the","company. The competent authority of the","departure Member State should decide on","the issue of the pre-conversion certificate","within one month of the application by the","company, unless it has serious concerns as","to the existence of an artificial arrangement","unduly prejudicing the legal or contractual","rights of employees, creditors or members.","In such a case, the competent authority","should carry out an assessment. However,","this assessment should not be carried out","systematically, but it should be conducted","on a case-by-case basis, should not create","disproportionate burdens, and should only","be carried out where there are serious","concerns as to the existence of an artificial","arrangement. For their assessment,","competent authorities may take into","account a number of factors laid down in","this Directive which however should be","only considered as indicative factors in the","overall assessment. In order not to burden","companies with an overly lengthy","procedure, an assessment should in any","event be concluded without delay and with","minimal administrative burdens;"],"old":["(22) The issue of the pre-conversion","certificate by the departure Member State","","should be scrutinised to ensure the legality","of the cross-border conversion of the","company. The competent authority of the","departure Member State should decide on","the issue of the pre-conversion certificate","within one month of the application by the","company, unless it has serious concerns as","to the existence of an artificial arrangement","aimed at obtaining undue tax advantages","or unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In such a case, the competent","authority should carry out an in-depth","assessment. However, this in-depth","assessment should not be carried out","systematically, but it should be conducted","on a case-by-case basis, where there are","serious concerns as to the existence of an","artificial arrangement. For their","assessment, competent authorities should","take into account at least a number of","factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In","order not to burden companies with an","overly lengthy procedure, this in-depth","assessment should in any event be","concluded within two months of informing","the company that the in-depth assessment","will be carried out."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"193","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-378","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 1 \u2013 paragraph 2 \u2013 point d"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:24"},"new":["(d) whether the factors set out in points","(a), (b) and (c) also relate to any","subsidiaries or branches of the company."],"old":["(d) whether the factors set out in points","(a), (b) and (c) also relate to any","","subsidiaries of the company."],"orig_lang":"ro","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"378","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-194","location":[["Proposal for a directive","Recital 22"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["(22) The issue of the pre-conversion","certificate by the departure Member State","should be scrutinised to ensure the legality","of the cross-border conversion of the","company. The competent authority of the","departure Member State should decide on","the issue of the pre-conversion certificate","within one month of the date of receipt of","the report by the independent expert,","unless it has serious concerns as to the","existence of an artificial arrangement","aimed at obtaining undue tax advantages or","unduly prejudicing the legal or contractual","rights of employees, creditors or members.","In such a case, the competent authority","should carry out an in-depth assessment.","However, this in-depth assessment should","not be carried out systematically, but it","should be conducted on a case-by-case","basis, where there are serious concerns as","to the existence of an artificial","arrangement. For their assessment,","competent authorities should take into","account at least a number of factors laid","down in this Directive which however","should be only considered as indicative","factors in the overall assessment and not be","considered in isolation. In order not to","burden companies with an overly lengthy","procedure, this in-depth assessment should","in any event be concluded within five","months of informing the company that the","in-depth assessment will be carried out."],"old":["(22) The issue of the pre-conversion","certificate by the departure Member State","should be scrutinised to ensure the legality","of the cross-border conversion of the","","company. The competent authority of the","departure Member State should decide on","the issue of the pre-conversion certificate","within one month of the application by the","company, unless it has serious concerns as","to the existence of an artificial arrangement","aimed at obtaining undue tax advantages or","unduly prejudicing the legal or contractual","rights of employees, creditors or members.","In such a case, the competent authority","should carry out an in-depth assessment.","However, this in-depth assessment should","not be carried out systematically, but it","should be conducted on a case-by-case","basis, where there are serious concerns as","to the existence of an artificial","arrangement. For their assessment,","competent authorities should take into","account at least a number of factors laid","down in this Directive which however","should be only considered as indicative","factors in the overall assessment and not be","considered in isolation. In order not to","burden companies with an overly lengthy","procedure, this in-depth assessment should","in any event be concluded within two","months of informing the company that the","in-depth assessment will be carried out."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"194","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-379","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d a (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:24"},"new":["(da) where appropriate, information on","the procedures by which arrangements for","the involvement of employees in the","definition of their rights to participation","in the converted company are determined","pursuant to Article 86l and on the possible","options for such arrangements"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"379","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-594","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) 2017/1132","Article 124 \u2013 paragraph 3"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:24"},"new":["3. The report shall be made available,","at least electronically, to the members and","to the representatives of the employees of","each of the merging companies or, where","there are no such representatives, to the","employees themselves, not less than one","month before the date of the general","meeting referred to in Article 126. The","report shall also be made similarly","available to the representatives of the","employees of each of the merging","companies, or where there are no such","representatives, to the employees","themselves. However, where the approval","of the merger is not required by general","meeting of the acquiring company in","accordance with Article 126(3), the report","shall be made available, at least one month","before the date of the general meeting of","the other merging company or companies."],"old":["3. The report shall be made available,","at least electronically, to the members of","each of the merging companies not less","than one month before the date of the","general meeting referred to in Article 126.","The report shall also be made similarly","available to the representatives of the","employees of each of the merging","companies, or where there are no such","representatives, to the employees","themselves. However, where the approval","of the merger is not required by general","meeting of the acquiring company in","accordance with Article 126(3), the report","shall be made available, at least one month","before the date of the general meeting of","the other merging company or companies."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"594","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-195","location":[[" Proposal for a directive","Recital 22"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["(22) The issue of the pre-conversion","certificate by the departure Member State","should be scrutinised to ensure the legality","of the cross-border conversion of the","company. The competent authority of the","departure Member State should decide on","the issue of the pre-conversion certificate","within two months of the date of receiving","the independent expert report, unless it","has serious concerns as to the existence of","an artificial arrangement aimed at","obtaining undue tax advantages or unduly","prejudicing the legal or contractual rights","of employees, creditors or members. In","such a case, the competent authority should","carry out an in-depth assessment. However,","this in-depth assessment should not be","carried out systematically, but it should be","conducted on a case-by-case basis, where","there are serious concerns as to the","existence of an artificial arrangement. For","their assessment, competent authorities","should take into account at least a number","of factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded","within five months of informing the","company that the in-depth assessment will","be carried out."],"old":["(22) The issue of the pre-conversion","certificate by the departure Member State","should be scrutinised to ensure the legality","of the cross-border conversion of the","company. The competent authority of the","departure Member State should decide on","","the issue of the pre-conversion certificate","within one month of the application by the","company, unless it has serious concerns as","to the existence of an artificial arrangement","aimed at obtaining undue tax advantages or","unduly prejudicing the legal or contractual","rights of employees, creditors or members.","In such a case, the competent authority","should carry out an in-depth assessment.","However, this in-depth assessment should","not be carried out systematically, but it","should be conducted on a case-by-case","basis, where there are serious concerns as","to the existence of an artificial","arrangement. For their assessment,","competent authorities should take into","account at least a number of factors laid","down in this Directive which however","should be only considered as indicative","factors in the overall assessment and not be","considered in isolation. In order not to","burden companies with an overly lengthy","procedure, this in-depth assessment should","in any event be concluded within two","months of informing the company that the","in-depth assessment will be carried out."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"195","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-380","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:24"},"new":["(da) where appropriate, information on","the procedures by which arrangements for","the involvement of employees in the","definition of their rights to participation","in the converted company are determined","pursuant to Article 86l and on the possible","options for such arrangements;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"380","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Emil Radev","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-196","location":[["Proposal for a directive","Recital 22"]],"meps":[124850],"meta":{"created":"2019-07-03T06:52:25"},"new":["(22) The issue of the pre-conversion","certificate by the departure Member State","should be scrutinised to ensure the legality","of the cross-border conversion of the","company. The competent authority of the","departure Member State should decide on","the issue of the pre-conversion certificate","within one month of the application by the","company, unless it has serious concerns as","to the existence of an artificial arrangement","aimed at tax abuses or abuses in respect of","the legal or contractual rights of","employees, creditors or members. In such a","case, the competent authority should carry","out an in-depth assessment. However, this","in-depth assessment should not be carried","out systematically but it should be","conducted on a case-by-case basis where","there are serious concerns as to the","existence of an artificial arrangement. For","their assessment, competent authorities","should take into account at least a number","of factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","two months informing the company that","the in-depth assessment will be carried out."],"old":["(22) The issue of the pre-conversion","certificate by the departure Member State","should be scrutinised to ensure the legality","of the cross-border conversion of the","company. The competent authority of the","departure Member State should decide on","the issue of the pre-conversion certificate","within one month of the application by the","company, unless it has serious concerns as","","to the existence of an artificial arrangement","aimed at obtaining undue tax advantages","or unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In such a case, the competent","authority should carry out an in-depth","assessment. However, this in-depth","assessment should not be carried out","systematically but it should be conducted","on a case-by-case basis where there are","serious concerns as to the existence of an","artificial arrangement. For their","assessment, competent authorities should","take into account at least a number of","factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","two months informing the company that","the in-depth assessment will be carried out."],"orig_lang":"bg","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"196","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-595","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) 2017/1132","Article 124 \u2013 paragraph 3"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:24"},"new":["3. The report shall be made available,","at least electronically, to the members of","each of the merging companies and to the","representatives of the employees of each of","the merging companies or, where there are","no such representatives, to the employees","themselves. However, where the approval","of the merger is not required by general","meeting of the acquiring company in","accordance with Article 126(3), the report","shall be made available, at least one month","before the date of the general meeting of","the other merging company or companies."],"old":["3. The report shall be made available,","at least electronically, to the members of","each of the merging companies not less","","","than one month before the date of the","general meeting referred to in Article 126.","The report shall also be made similarly","available to the representatives of the","employees of each of the merging","companies, or where there are no such","representatives, to the employees","themselves. However, where the approval","of the merger is not required by general","meeting of the acquiring company in","accordance with Article 126(3), the report","shall be made available, at least one month","before the date of the general meeting of","the other merging company or companies."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"595","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-381","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d b (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:24"},"new":["(db) the implications of the cross-","border conversion on the future business","of the company and on the management\u00b4s","strategic plan"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"381","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-197","location":[[" Proposal for a directive","Recital 23"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["(23) After having received a pre-","conversion certificate and the full report","of the independent experts, and after","verifying that the incorporation","requirements in the destination Member","State are fulfilled, the competent","authorities of the destination Member State","should register the company in the business","register of that Member State. Only after","this registration should the competent","authority of the departure Member State","strike the company off its own register. It","should be possible for the competent","authority of the destination Member State","to challenge the accuracy of the","information provided by the pre-","conversion certificate within a month after","receiving the certificate, based on","information that was not included in the","report. The destination Member State","should communicate this information to","the departure Member State, after which","it can decide to withdraw the certificate or","to maintain it. If the departure Member","State decides to maintain the certificate,","the destination Member State should","respect that decision. This is without","prejudice to the possibility to take actions","against the company when new elements","have emerged that indicate the existence","of an artificial arrangement, after the","conclusion of the conversion. As a","consequence of the cross-border","conversion, the converted company should","retain its legal personality, its assets and","liabilities and all rights and obligations,","including rights and obligations arising","from contracts, acts or omissions."],"old":["(23) After having received a pre-","conversion certificate, and after verifying","that the incorporation requirements in the","destination Member State are fulfilled, the","competent authorities of the destination","Member State should register the company","in the business register of that Member","State. Only after this registration should the","competent authority of the departure","Member State strike the company off its","own register. It should not be possible for","the competent authority of the destination","","Member State to challenge the accuracy of","the information provided by the pre-","conversion certificate. As a consequence of","the cross-border conversion, the converted","company should retain its legal personality,","its assets and liabilities and all rights and","obligations, including rights and","obligations arising from contracts, acts or","omissions."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"197","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-596","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) 2017/1132","Article 124 \u2013 paragraph 3"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:24"},"new":["3. The report shall be made available,","at least electronically, to the members of","each of the merging companies not less","than one month before the date of the","general meeting referred to in Article 126.","The report shall also be made similarly","available to the representatives of the","employees of each of the merging","companies, or where there are no such","representatives, to the employees","themselves and to the European Works","Council, where applicable. However,","where the approval of the merger is not","required by general meeting of the","acquiring company in accordance with","Article 126(3), the report shall be made","available, at least one month before the","date of the general meeting of the other","merging company or companies."],"old":["3. The report shall be made available,","at least electronically, to the members of","each of the merging companies not less","than one month before the date of the","general meeting referred to in Article 126.","The report shall also be made similarly","available to the representatives of the","employees of each of the merging","companies, or where there are no such","representatives, to the employees","themselves. However, where the approval","of the merger is not required by general","meeting of the acquiring company in","accordance with Article 126(3), the report","shall be made available, at least one month","before the date of the general meeting of","the other merging company or companies."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"596","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-382","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d b (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:24"},"new":["(db) the implications of the cross-","border conversion on the future business","of the company and on the management's","strategic plan;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"382","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-198","location":[["Proposal for a directive","Recital 24"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:25"},"new":["(24) In order to provide for the","appropriate level of transparency and use","of digital tools and processes, the decisions","of competent authorities in the departure","and destination Member States may be","exchanged by means of the system of","interconnection of business registers."],"old":["(24) In order to provide for the","appropriate level of transparency and use","of digital tools and processes, the decisions","of competent authorities in the departure","and destination Member States should be","exchanged by means of the system of","interconnection of business registers and","should be made publically available."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"198","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-597","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) 2017/1132","Article 124 \u2013 paragraph 3 (new)"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:24"},"new":["3a. Where the management or","administrative organ of one or more of","the merging companies receives, in good","time, an opinion from the representatives","of their employees, or, where there are no","such representatives, from the employees","themselves, as provided for under","national law, the members shall be","informed thereof and that opinion shall","be appended to the report."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"597","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-383","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d c (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:24"},"new":["(dc) the implications of the cross-","border conversions for members;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"383","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-199","location":[[" Proposal for a directive","Recital 25"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:25"},"new":["(25) The exercise of the freedom of","establishment by a company includes also","the possibility of a company merge cross-","border. Directive 2017/1132 of the","European Parliament and of the Council","provides, amongst other matters, for","harmonised rules to enable the cross-","border mergers of limited liability","companies established in different Member","States. These rules represent a significant","milestone in improving the functioning of","the Single Market for companies by","enabling them to exercise the freedom of","establishment through the mechanism of","cross-border merger promoting increased","company mobility and the exploitation of","new internal market opportunities."],"old":["(25) The exercise of the freedom of","establishment by a company includes also","the possibility of a company merge cross-","border. Directive 2017/1132 of the","European Parliament and of the Council","provides, amongst other matters, for rules","to enable the cross-border mergers of","limited liability companies established in","different Member States. These rules","represent a significant milestone in","improving the functioning of the Single","Market for companies by enabling them to","exercise the freedom of establishment","through the mechanism of cross-border","merger."],"orig_lang":"ro","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"199","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-598","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) 2017/1132","Article 124 \u2013 paragraph 3 a (new)"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:24"},"new":["3a. Where the management or","administrative organ of one or more of","the merging companies receives, in","goodtime, an opinion from the","representatives of their employees, or,","where there are no such representatives,","from the employees themselves, as","provided for under national law, the","members shall be informed thereof and","that opinion shall be appended to the","report."],"old":["",""],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"598","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-384","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d c (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:24"},"new":["(dc) the implications of the cross-","border conversion for members;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"384","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-200","location":[[" Proposal for a directive","Recital 26"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:25"},"new":["(26) The evaluation of the","implementation of the cross-border merger","rules in Member States has shown that the","number of cross-border mergers in the","Union has significantly increased (by 173%","between 2008 and 2012), accompanied by","reduced costs and less cumbersome","administrative proceedings. However, this","evaluation has also revealed certain","shortcomings in relation specifically to","creditor protection and minority","shareholder and employee protection,","especially when it comes to the disclosure","of details regarding mergers and the","implications thereof, as well as to the lack","of simplified or streamlined procedures","and the insufficient assimilation of digital","tools and procedures, which impede the","full effectiveness and efficiency of those","cross-border merger rules."],"old":["(26) The evaluation of the","implementation of the cross-border merger","rules in Member States has shown that the","number of cross-border mergers in the","Union has significantly increased.","However, this evaluation has also revealed","certain shortcomings in relation","specifically to creditor protection and","shareholder protection as well as to the","","","lack of simplified procedures which","impede the full effectiveness and efficiency","of those cross-border merger rules."],"orig_lang":"ro","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"200","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-385","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d d (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:24"},"new":["(dd) the rights and remedies available","to members opposing the conversion in","accordance with Art. 86j"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"385","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"R\u0103zvan Popa","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-201","location":[["Proposal for a directive","Recital 26"]],"meps":[189490],"meta":{"created":"2019-07-03T06:52:25"},"new":["(26) The evaluation of the","implementation of the cross-border merger","rules in Member States has shown that the","number of cross-border mergers in the","Union has significantly increased.","However, this evaluation has also revealed","certain shortcomings in relation","specifically to protection of employees,","creditors and shareholders as well as to","the lack of simplified procedures which","impede the full effectiveness and efficiency","of those cross-border merger rules."],"old":["(26) The evaluation of the","implementation of the cross-border merger","rules in Member States has shown that the","number of cross-border mergers in the","Union has significantly increased.","However, this evaluation has also revealed","certain shortcomings in relation","specifically to creditor protection and","shareholder protection as well as to the","lack of simplified procedures which","impede the full effectiveness and efficiency","of those cross-border merger rules."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"201","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-599","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) 2017/1132","Article 124 \u2013 paragraph 4"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:24"},"new":["deleted"],"old":["4. However, the report referred to in","paragraph 1, shall not be required where","all the members of the merging","companies have agreed to waive this","requirement.;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"599","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-386","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2 \u2013 point d d (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:24"},"new":["(dd) the rights and remedies available","to members opposing the conversion in","accordance with Article 86j"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"386","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-202","location":[["Proposal for a directive","Recital 26"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["(26) The evaluation of the","implementation of the cross-border merger","rules in Member States has shown that the","number of cross-border mergers in the","Union has significantly increased.","However, this evaluation has also revealed","certain shortcomings in relation","specifically to employee, creditor and","shareholder protection as well as to the","lack of simplified procedures which","impede the full effectiveness and efficiency","of those cross-border merger rules."],"old":["(26) The evaluation of the","implementation of the cross-border merger","rules in Member States has shown that the","number of cross-border mergers in the","Union has significantly increased.","However, this evaluation has also revealed","certain shortcomings in relation","specifically to creditor protection and","shareholder protection as well as to the","lack of simplified procedures which","impede the full effectiveness and efficiency","of those cross-border merger rules."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"202","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-600","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) 2017/1132","Article 124 paragraph 4"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:24"},"new":["4. However, point b, c and d referred","to in paragraph 1 shall not be required","where all the members of the merging","companies have agreed to waive this","requirement. Where the merging","companies and there subsidiaries, if any,","have no employees, other than those who","form part of the management or","administrative organ, the information","referred in paragraph 1 points e,f,g,h","shall not be required to be provided in the","report."],"old":["4. However, the report referred to in","paragraph 1, shall not be required where all","the members of the merging companies","have agreed to waive this requirement.;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"600","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-387","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 3"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:24"},"new":["deleted"],"old":["3. The report referred to in","paragraph 1 of this Article, shall be made","available, at least electronically, to the","representatives of the employees of the","company carrying out the cross-border","conversion or, where there are no such","representatives, to the employees","themselves not less than two months","before the date of the general meeting","referred to in Article 86i. That report shall","also be made similarly available to the","members of the company carrying out the","cross-border conversion."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"387","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-203","location":[[" Proposal for a directive","Recital 28"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["(28) In order to further enhance the","existing cross-border merger procedure, it","is necessary to simplify those merger rules,","where appropriate, whilst at the same time","ensuring that stakeholders, and in","particular employees, are adequately","protected. Therefore, the existing cross-","border merger rules should be modified in","order to align the rules for cross-border","mergers with those on cross-border","conversions and divisions, and to oblige","the management or administrative organs","of the merging companies to prepare","separate reports detailing the legal and","economic aspects of the cross-border","merger for members, creditors and","employees."],"old":["(28) In order to further enhance the","existing cross-border merger procedure, it","is necessary to simplify those merger rules,","where appropriate, whilst at the same time","ensuring that stakeholders, and in","particular employees, are adequately","protected. Therefore, the existing cross-","border merger rules should be modified in","order to oblige the management or","administrative organs of the merging","companies to prepare separate reports","detailing the legal and economic aspects of","the cross-border merger for both members","and for employees. The obligation on the","management or administrative organ of","the company to prepare the report for the","members may however be waived, where","those members are already informed","about legal and economic aspects of the","proposed merger. However, the report","prepared for employees may only be","","waived where the merging companies and","their subsidiaries do not have any","employees other than those who form part","of the management or administrative","organ."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"203","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-388","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3 Directive (EU) 2017/1132"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:24"},"new":["deleted"],"old":["3. The report referred to in","paragraph 1 of this Article, shall be made","available, at least electronically, to the","representatives of the employees of the","company carrying out the cross-border","conversion or, where there are no such","representatives, to the employees","themselves not less than two months","before the date of the general meeting","referred to in Article 86i. That report shall","also be made similarly available to the","members of the company carrying out the","cross-border conversion."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"388","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-601","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) 2017/1132","Article 124 \u2013 paragraph 4"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:24"},"new":["4. However, information referred to","in paragraph 1 (b), (c), (d) and (e) shall not","be required where at least two thirds of the","members of the merging companies have","agreed to waive this requirement.;"],"old":["4. However, the report referred to in","paragraph 1, shall not be required where all","the members of the merging companies","have agreed to waive this requirement.;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"601","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-204","location":[["Proposal for a directive","Recital 28"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:25"},"new":["(28) In order to further enhance the","existing cross-border merger procedure, it","is necessary to simplify those merger rules,","where appropriate, whilst at the same time","ensuring that stakeholders, and in","particular employees, are adequately","protected. Therefore, the existing cross-","border merger rules should be modified in","order to oblige the management or","administrative organs of the merging","companies to prepare a detailed report on","the legal and economic aspects of the","cross-border merger for both members and","for employees. The obligation on the","management or administrative organ of the","company to provide specific information","for the members may however be waived,","where those members are already informed","about legal and economic aspects of the","proposed merger. However, the","requirement to provide information","related to employees may only be waived","where the merging companies and their","subsidiaries do not have any employees","other than those who form part of the","management or administrative organ."],"old":["(28) In order to further enhance the","existing cross-border merger procedure, it","is necessary to simplify those merger rules,","where appropriate, whilst at the same time","ensuring that stakeholders, and in","particular employees, are adequately","protected. Therefore, the existing cross-","border merger rules should be modified in","order to oblige the management or","administrative organs of the merging","companies to prepare separate reports","detailing the legal and economic aspects of","the cross-border merger for both members","and for employees. The obligation on the","management or administrative organ of the","company to prepare the report for the","members may however be waived, where","those members are already informed about","legal and economic aspects of the proposed","merger. However, the report prepared for","employees may only be waived where the","merging companies and their subsidiaries","do not have any employees other than","those who form part of the management or","administrative organ."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"204","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-389","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 3"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:24"},"new":["deleted"],"old":["3. The report referred to in","paragraph 1 of this Article, shall be made","available, at least electronically, to the","representatives of the employees of the","company carrying out the cross-border","conversion or, where there are no such","representatives, to the employees","themselves not less than two months","before the date of the general meeting","referred to in Article 86i. That report shall","also be made similarly available to the","members of the company carrying out the","cross-border conversion."],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"389","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-602","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) 2017/1132","Article 124 \u2013 paragraph 4 a (new)"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:24"},"new":["4a. Where the merging companies and","their subsidiaries, if any, have no","employees, other than those who form","part of the management or administrative","organ, the information referred in","paragraph 1 (f), (g) and (h) shall not be","required to be drawn up."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"602","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" R\u0103zvan Popa","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-205","location":[[" Proposal for a directive","Recital 28"]],"meps":[189490],"meta":{"created":"2019-07-03T06:52:25"},"new":["(28) In order to further enhance the","existing cross-border merger procedure, it","is necessary to simplify those merger rules,","where appropriate, whilst at the same time","ensuring that in particular employees but","also stakeholders and creditors, are","adequately protected. Therefore, the","existing cross-border merger rules should","be modified in order to oblige the","management or administrative organs of","the merging companies to prepare separate","reports detailing the legal and economic","aspects of the cross-border merger for both","members and for employees. The","obligation on the management or","administrative organ of the company to","prepare the report for the members may","however be waived, where those members","are already informed about legal and","economic aspects of the proposed merger.","However, the report prepared for","employees may only be waived where the","merging companies and their subsidiaries","do not have any employees other than","those who form part of the management or","administrative organ."],"old":["(28) In order to further enhance the","existing cross-border merger procedure, it","is necessary to simplify those merger rules,","where appropriate, whilst at the same time","ensuring that stakeholders, and in","particular employees, are adequately","protected. Therefore, the existing cross-","border merger rules should be modified in","order to oblige the management or","administrative organs of the merging","companies to prepare separate reports","detailing the legal and economic aspects of","the cross-border merger for both members","and for employees. The obligation on the","management or administrative organ of the","company to prepare the report for the","members may however be waived, where","those members are already informed about","legal and economic aspects of the proposed","merger. However, the report prepared for","employees may only be waived where the","merging companies and their subsidiaries","do not have any employees other than","those who form part of the management or","administrative organ."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"205","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-390","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 3"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:24"},"new":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the European","Works Council, the representatives of the","employees of the company and the trade","unions in the company carrying out the","cross-border conversion or, where there are","no such representatives, to the employees","themselves not less than two months before","the date of the general meeting referred to","in Article 86i. That report shall also be","made similarly available to the members of","the company carrying out the cross-border","conversion."],"old":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the representatives","of the employees of the company carrying","out the cross-border conversion or, where","there are no such representatives, to the","employees themselves not less than two","months before the date of the general","meeting referred to in Article 86i. That","report shall also be made similarly","available to the members of the company","carrying out the cross-border conversion."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"390","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-603","meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:24"},"new":["4a. The submission of the report is","without prejudice to the applicable","information and consultation rights and","proceedings instituted at national level","following the implementation of","Directives 2001/23/EC, 2002/14/EC","or2009/38/EC"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"603","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" R\u0103zvan Popa","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-206","location":[[" Proposal for a directive","Recital 29"]],"meps":[189490],"meta":{"created":"2019-07-03T06:52:25"},"new":["(29) Furthermore, in order to enhance","the protection afforded to the employees of","the merging company or companies,","employees or their representatives may","provide their opinion on the company","report setting out the implications of the","cross-border merger for them. The","provision of the report should be carried","out in due time in order for the employees","or their representatives to be able to","submit their comments without prejudice","to the applicable information and","consultation proceedings instituted at","national level following the","implementation of Council Directive","2001/23/EC48 , Directive 2002/14/EC or","Directive 2009/38/EC.","_________________","48","Council Directive 2001/23/EC of 12","March 2001 on the approximation of the","laws of the Member States relating to the","safeguarding of employees' rights in the","event of transfers of undertakings,","businesses or parts of undertakings or","businesses (OJ L 82, 22.3.2001, p. 16)."],"old":["(29) Furthermore, in order to enhance","the protection afforded to the employees of","","the merging company or companies,","employees or their representatives may","provide their opinion on the company","report setting out the implications of the","cross-border merger for them. The","provision of the report should be without","prejudice to the applicable information and","consultation proceedings instituted at","national level following the","implementation of Council Directive","2001/23/EC48 , Directive 2002/14/EC or","Directive 2009/38/EC.","_________________","48","Council Directive 2001/23/EC of 12","March 2001 on the approximation of the","laws of the Member States relating to the","safeguarding of employees' rights in the","event of transfers of undertakings,","businesses or parts of undertakings or","businesses (OJ L 82, 22.3.2001, p. 16)."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"206","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-604","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) 2017/1132","Article 124\u2013 paragraph 4 b (new)"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:24"},"new":["4b. The submission of the report is","without prejudice to the applicable","information and consultation rights and","proceedings instituted at national level","following the implementation of","Directives 2001/23/EC, 2002/14/EC or","2009/38/EC."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"604","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-391","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 3"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the representatives","of the employees of the company carrying","out the cross-border conversion or, where","there are no such representatives, to the","employees themselves and to the","European Works Council, where","applicable, not less than two months before","the date of the general meeting referred to","in Article 86i. That report shall also be","made similarly available to the members of","the company carrying out the cross-border","conversion."],"old":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the representatives","of the employees of the company carrying","out the cross-border conversion or, where","there are no such representatives, to the","employees themselves not less than two","months before the date of the general","meeting referred to in Article 86i. That","","report shall also be made similarly","available to the members of the company","carrying out the cross-border conversion."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"391","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-207","location":[["Proposal for a directive","Recital 29"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:25"},"new":["(29) Furthermore, in order to enhance","the protection afforded to the employees of","the merging company or companies,","employees or their representatives may","provide their opinion on the implications of","the cross-border merger for them. The","provision should be without prejudice to","the applicable information and consultation","proceedings instituted at national level","following the implementation of Council","Directive 2001/23/EC48 , Directive","2002/14/EC or Directive 2009/38/EC.","_________________","48","Council Directive 2001/23/EC of 12","March 2001 on the approximation of the","laws of the Member States relating to the","safeguarding of employees' rights in the","event of transfers of undertakings,","businesses or parts of undertakings or","businesses (OJ L 82, 22.3.2001, p. 16)."],"old":["(29) Furthermore, in order to enhance","the protection afforded to the employees of","the merging company or companies,","employees or their representatives may","provide their opinion on the company","report setting out the implications of the","cross-border merger for them. The","provision of the report should be without","prejudice to the applicable information and","consultation proceedings instituted at","national level following the","implementation of Council Directive","","2001/23/EC48 , Directive 2002/14/EC or","Directive 2009/38/EC.","_________________","48","Council Directive 2001/23/EC of 12","March 2001 on the approximation of the","laws of the Member States relating to the","safeguarding of employees' rights in the","event of transfers of undertakings,","businesses or parts of undertakings or","businesses (OJ L 82, 22.3.2001, p. 16)."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"207","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Evelyn Regner, Jytte Guteland, Sergio Gaetano Cofferati","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-392","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 3 a (new)"]],"meps":[96998,124991,96915],"meta":{"created":"2019-07-03T06:52:25"},"new":["3a. The European Works Councils,","where applicable, the national employee'","representation bodies and the trade","unions represented in the company shall","have appropriate resources to conduct a","thorough analysis on the report."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"392","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-208","location":[[" Proposal for a directive","Recital 31"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["(31) The lack of harmonisation of","safeguards for employees, members or","creditors has been identified an obstacle for","cross-border mergers by different","stakeholders. Employees, members and","creditors should be offered at least the","same level of protection regardless of the","Member States in which the merging","companies are situated. This is without","prejudice to the Member States\u2019 rules on","protecting employees, creditors or","shareholders which are outside the scope of","the harmonised measures, such as","transparency requirements."],"old":["(31) The lack of harmonisation of","safeguards for members or creditors has","been identified an obstacle for cross-border","mergers by different stakeholders.","Members and creditors should be offered","the same level of protection regardless of","the Member States in which the merging","companies are situated. This is without","prejudice to the Member States\u2019 rules on","protecting creditors or shareholders which","are outside the scope of the harmonised","measures, such as transparency","requirements."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"208","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-605","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:24"},"new":["deleted"],"old":["(10) the following Article 124a is","inserted:","\u2018Article 124aReport of the management or","administrative organ to the employees","1. The management or administrative","organ of each of the merging companies","shall draw up a report explaining the","implications of the cross-border merger","for employees.","2. The report referred to in paragraph 1,","shall in particular explain the following:","(a) the implications of the cross-border","merger on the future business of the","company and on the management's","strategic plan;","(b) the implications of the cross-border","merger on the safeguarding of the","employment relationships;","(c) any material changes in the conditions","of employment and in the locations of the","companies\u2019 places of business;","(d) whether the factors set out in points","(a), (b) and (c) also relate to any","subsidiaries of the merging companies.","3.","The report referred to in paragraph 1 of","this Article, shall be made available, at","least electronically, to the representatives","of the employees of each of the merging","companies or, where there are no such","representatives, to the employees","themselves, not less than one month","before the date of the general meeting","referred to in Article 126. The report shall","also be made similarly available to the","members of each of the merging","companies.","However, where the approval of the","merger is not required by general meeting","of the acquiring company, in accordance","with Article 126(3), the report shall be","available at least one month before the","date of the general meeting of the other","merging company or companies.","","","4. Where the management or","administrative organ of one or more of","the merging companies receives, in good","time, an opinion from the representatives","of their employees, or, where there are no","such representatives, from the employees","themselves, as provided for under","national law, the members shall be","informed thereof and that opinion shall","be appended to the report.","5. However, where the merging","companies and their subsidiaries, if any,","have no employees, other than those who","form part of the management or","administrative organ, the report referred","in paragraph 1 shall not be required to be","drawn up.","6. The submission of the report is without","prejudice to the applicable information","and consultation rights and proceedings","instituted at national level following the","implementation of Directives 2001/23/EC,","2002/14/EC or 2009/38/EC.;\u2019"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"605","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-393","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 3 a (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:25"},"new":["3a. The European Works Councils,","where applicable, the national employee\u2019","representation bodies and the trade","unions represented in the company shall","have appropriate resources to conduct a","thorough analysis on the report."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"393","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-209","location":[[" Proposal for a directive","Recital 32"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:26"},"new":["(32) In order to ensure that members of","the companies participating in the cross-","border merger are treated equally, it is","appropriate that members who held voting","rights and who voted against or did not","attend the general meeting but expressed","their intention before the meeting to vote","against approval of the common draft","terms of merger or those members without","voting rights, who could not present their","position, should be afforded the right to","exit the company. Those members should","be able to leave the company and receive","cash compensation for their shares","equivalent to the value of their shares.","Furthermore, they should have a right to","challenge the calculation and adequacy of","that cash compensation offered before a","court."],"old":["(32) In order to ensure that members of","the companies participating in the cross-","border merger are treated equally, it is","appropriate that members who held voting","rights and who did not vote to approve the","common draft terms of merger or those","members without voting rights, who could","not present their position, should be","afforded the right to exit the company.","Those members should be able to leave the","company and receive cash compensation","for their shares equivalent to the value of","their shares. Furthermore, they should have","a right to challenge the calculation and","adequacy of that cash compensation","offered before a court."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"209","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-394","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 3 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["3a. The European Works Councils,","where applicable, the national employee","representation bodies and the trade","unions represented in the company shall","have appropriate resources to conduct a","thorough analysis on the report."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"394","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-606","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a \u2013 title"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:24"},"new":["deleted"],"old":["Article 124a","Report of the management or","administrative organ to the employees"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"606","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-210","location":[["Proposal for a directive","Recital 34"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:26"},"new":["(34) Companies involved in a cross-","border merger should propose adequate","measures to protect their creditors in the","common draft terms of merger. In addition,","in order to strengthen the protection of","those creditors in case of insolvency","following the cross-border merger,","Member States should be allowed to","require the merging companies to make a","declaration of solvency stating that they are","not aware of any reason why the company","resulting from the merger should not be","able to meet its liabilities following the","cross-border merger. In those","circumstances, Member States should be","able to make the members of the","management organ personally liable for the","accuracy of that declaration statement. As","legal traditions vary amongst Member","States with regard to the use of solvency","declarations and their possible","consequences, it should be up to Member","States to draw appropriate consequences","for inaccurate or misleading declarations,","including effective and proportionate","sanctions and liabilities in compliance with","Union law."],"old":["(34) Companies involved in a cross-","border merger should propose adequate","measures to protect their creditors in the","common draft terms of merger. In addition,","in order to strengthen the protection of","those creditors in case of insolvency","following the cross-border merger,","Member States should be allowed to","require the merging companies to make a","declaration of solvency stating that they are","not aware of any reason why the company","resulting from the merger should not be","able to meet its liabilities. In those","circumstances, Member States should be","","able to make the members of the","management organ personally liable for the","accuracy of that declaration statement. As","legal traditions vary amongst Member","States with regard to the use of solvency","declarations and their possible","consequences, it should be up to Member","States to draw appropriate consequences","for inaccurate or misleading declarations,","including effective and proportionate","sanctions and liabilities in compliance with","Union law."],"orig_lang":"ro","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"210","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-395","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 4"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:25"},"new":["deleted"],"old":["4. Where the management or","administrative organ of the company","carrying out the cross-border conversion","receives, in good time, an opinion from","the representatives of their employees or,","where there are no such representatives,","from the employees themselves, as","provided for under national law, the","members shall be informed thereof and","that opinion shall be appended to that","report."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"395","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-607","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],["Directive (EU) 2017/1132","Article 124a \u2013 paragraph 1"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:24"},"new":["deleted"],"old":["1. The management or administrative","organ of each of the merging companies","shall draw up a report explaining the","implications of the cross-border merger","for employees."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"607","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-396","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 4"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:25"},"new":["deleted"],"old":["4. Where the management or","administrative organ of the company","carrying out the cross-border conversion","receives, in good time, an opinion from","the representatives of their employees or,","where there are no such representatives,","from the employees themselves, as","provided for under national law, the","members shall be informed thereof and","that opinion shall be appended to that","report."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"396","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-211","location":[[" Proposal for a directive","Recital 35 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:26"},"new":["(35a) In order to assess the accuracy of","the information contained in the draft","terms of merger and in the reports","addressed to the members and employees","and to provide factual elements necessary","to assess whether the proposed merger","constitutes an artificial arrangement, an","independent expert report should be","required to be prepared in order to assess","the proposed cross-border merger. In","order to secure the independence, the","competent authority, following an","application by the company, should","appoint two experts from a pre-selected","list, that have no past or current link with","the company concerned and are paid a","pre-set fee by the company. The experts","should not work for the same firm and","should together have expertise in the","fields of company law, taxation and fiscal","law, social security and workers\u2019 rights.","The independent experts should be","appointed within one month following the","application by the company and should","deliver their report within two months","after their appointment. In this context,","the expert report should present all","relevant information to enable the","competent authority in the departure","Member State to take an informed","decision as to whether or not to issue the","pre-merger certificate. To this end, the","experts should be able to obtain all the","relevant company information and","documents, meet with employees and","employee representatives, and carry out","all necessary investigations in order to","gather all the evidence required. The","experts should use information, in","particular net turnover and profit or loss,","number of employees and the composition","of balance sheet collected by the company","in view of the preparation of financial","statements in accordance with Union law","and the law of Member States."],"old":[""],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"211","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-608","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],["Directive (EU) 2017/1132","Article 124a \u2013 paragraph 2"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:24"},"new":["deleted"],"old":["2. The report referred to in","paragraph 1, shall in particular explain","the following:","(a) the implications of the cross-border","merger on the future business of the","company and on the management's","strategic plan;","(b) the implications of the cross-border","merger on the safeguarding of the","employment relationships;","(c) any material changes in the conditions","of employment and in the locations of the","companies\u2019 places of business;","(d) whether the factors set out in points","(a), (b) and (c) also relate to any","subsidiaries of the merging companies."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"608","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-397","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 4"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:25"},"new":["deleted"],"old":["4. Where the management or","administrative organ of the company","carrying out the cross-border conversion","receives, in good time, an opinion from","the representatives of their employees or,","where there are no such representatives,","from the employees themselves, as","provided for under national law, the","members shall be informed thereof and","that opinion shall be appended to that","report."],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"397","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-609","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a \u2013 paragraph 2 \u2013 point b"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:24"},"new":["(b) the implications of the cross-border","merger on the safeguarding of the","employment relationships and employee","involvement"],"old":["(b) the implications of the cross-border","merger on the safeguarding of the","employment relationships;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"609","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-212","location":[["Proposal for a directive","Recital 35 b (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:26"},"new":["(35b) A list of national competent","authorities in the Member States shall be","prepared and publish by the Commission.","Member States\u2019 competent authorities are","expected to collaborate together in cases","of cross-border mergers."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"212","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-398","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 4 a (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:25"},"new":["4a. The Executive management or the","administrative organ of the company","which intends to carry out the cross-","border conversion, shall provide a","motivated response on the opinion","provided by employee before the date of","the general meeting referred to in Article","86i ."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"398","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-610","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a \u2013 paragraph 2 \u2013 point b"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:24"},"new":["(b) the implications of the cross-border","merger on employees and on the","safeguarding of employment relationships;","(This amendment applies throughout the","text. Adopting it will necessitate","corresponding changes throughout.)"],"old":["(b) the implications of the cross-border","merger on the safeguarding of the","employment relationships;"],"orig_lang":"ro","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"610","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-213","location":[[" Proposal for a directive","Recital 40"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:26"},"new":["(40) Companies carrying out a cross-","border division should pay due regard to","the principle of subsidiarity and the","competences of Member States involved","regarding employment, social security and","tax laws."],"old":["(40) The right of companies to carry out","a cross-border division may in certain","circumstances be used for abusive","purposes such as for the circumvention of","labour standards, social security","payments, tax obligations, creditors' or","members' rights or rules on employees","participation. In order to combat such","abuses, as a general principle of Union","law, Member States are required to ensure","that companies do not use the cross-","border division procedure in order to","create artificial arrangements aimed at","obtaining undue tax advantages or at","unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be","interpreted strictly and must be based on","an individual assessment of all relevant","circumstances. A procedural and","substantive framework which describes","the margin of discretion and allows for","the diversity of approaches by Member","States whilst at the same time setting out","the requirements to streamline the actions","to be taken by national authorities to fight","abuses in conformity with Union law","should be laid down."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"213","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-611","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a \u2013 paragraph 2 \u2013 point c"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:25"},"new":["(c) any material changes in the","conditions of employment laid down by","law, collective agreements and","Transnational Company Agreements","(TCAs) and in the locations of the","companies\u2019 places of business;"],"old":["(c) any material changes in the","conditions of employment and in the","locations of the companies\u2019 places of","business;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"611","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Evelyn Regner, Sergio Gaetano Cofferati, Jytte Guteland","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-399","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 4 a (new)"]],"meps":[96998,96915,124991],"meta":{"created":"2019-07-03T06:52:25"},"new":["4a. The executive management or the","administrative organ of the company","which intends to carry out the cross-","border conversion, shall provide a","motivated response on the opinion","provided by employee before the date of","the general meeting referred to in Article","86i."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"399","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-214","location":[[" Proposal for a directive","Recital 40"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:26"},"new":["(40) The right of companies to carry out","a cross-border division may in certain","circumstances be used for abusive purposes","such as for the circumvention of labour","standards, social security payments, tax","obligations, creditors' or members' rights or","rules on employees participation. In order","to combat such abuses, as a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border division procedure in","order to create artificial arrangements. The","fight against abuses must be based on an","individual assessment of all relevant","circumstances. A common procedural and","substantive framework which sets out the","requirements to streamline the actions to be","taken by national authorities to fight abuses","in conformity with Union law should be","laid down, whilst describing, where strictly","necessary, the margin of discretion","allowed for Member States."],"old":["(40) The right of companies to carry out","a cross-border division may in certain","circumstances be used for abusive purposes","such as for the circumvention of labour","standards, social security payments, tax","obligations, creditors' or members' rights or","rules on employees participation. In order","to combat such abuses, as a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border division procedure in","order to create artificial arrangements","aimed at obtaining undue tax advantages","or at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In so far as it constitutes a","derogation from a fundamental freedom,","the fight against abuses must be","interpreted strictly and must be based on","an individual assessment of all relevant","circumstances. A procedural and","substantive framework which describes the","margin of discretion and allows for the","diversity of approaches by Member States","whilst at the same time setting out the","requirements to streamline the actions to be","taken by national authorities to fight abuses","in conformity with Union law should be","laid down."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"214","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-612","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],["Directive (EU) 2017/1132","Article 124a \u2013 paragraph 2 \u2013 point c"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["(c) any material changes in the","conditions of employment, including the","conditions laid down in law and collective","agreements, and in the locations of the","companies\u2019 places of business;"],"old":["(c) any material changes in the","conditions of employment and in the","locations of the companies\u2019 places of","business;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"612","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-400","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 4 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["4a. The Executive management or the","administrative organ of the company","which intends to carry out the cross-","border conversion, shall provide a","motivated and written response to the","employee opinion before the date of the","general meeting referred to in Article 86i."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"400","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Emil Radev","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-215","location":[["Proposal for a directive","Recital 40"]],"meps":[124850],"meta":{"created":"2019-07-03T06:52:26"},"new":["(40) The right of companies to carry out","a cross-border division may in certain","circumstances be used for abusive purposes","such as for the circumvention of labour","standards, social security payments, tax","obligations, creditors' or members' rights or","rules on employees participation. In order","to combat such possible abuses, a general","principle of Union law, Member States are","required to ensure that companies do not","use the cross-border conversion procedure","in order to create artificial arrangements","aimed at tax abuses or abuses in respect of","the legal or contractual rights of","employees, creditors or members. In so far","as it constitutes a derogation from a","fundamental freedom, the fight against","abuses must be interpreted strictly and","must be based on an individual assessment","of all relevant circumstances. A procedural","and substantive framework which","describes the margin of discretion and","allows for the diversity of approaches by","Member States whilst at the same time","setting out the requirements to streamline","the actions to be taken by national","authorities to fight abuses in conformity","with Union law should be laid down."],"old":["(40) The right of companies to carry out","a cross-border division may in certain","circumstances be used for abusive purposes","such as for the circumvention of labour","standards, social security payments, tax","","obligations, creditors' or members' rights or","rules on employees participation. 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A","procedural and substantive framework","which describes the margin of discretion","and allows for the diversity of approaches","by Member States whilst at the same time","setting out the requirements to streamline","the actions to be taken by national","authorities to fight abuses in conformity","with Union law should be laid down."],"orig_lang":"bg","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"215","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-401","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 5"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:25"},"new":["deleted"],"old":["5. However, where a company","carrying out the cross-border conversion","and its subsidiaries, if any, have no","employees other than those who form part","of the management or administrative","organ, the report referred to in paragraph","1 shall not be required."],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"401","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-613","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],["Directive (EU) 2017/1132","Article 124a \u2013 paragraph 2 \u2013 point d"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["(d) whether the factors set out in points","(a), (b) and (c) also relate to any","subsidiaries, branches or controlled","undertakings according to art 3 of","Directive 2009/38/EC of the merging","companies."],"old":["(d) whether the factors set out in points","(a), (b) and (c) also relate to any","subsidiaries of the merging companies.",""],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"613","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-216","location":[[" Proposal for a directive","Recital 41"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:26"},"new":["deleted"],"old":["(41) Given the complexity of cross-","border divisions and the multitude of the","interests concerned, it is appropriate to","provide for an ex-ante control in order to","create legal certainty. To that effect, a","structured and multi-layered procedure","should be set out whereby both the","competent authorities of the Member","State of the company being divided and of","the Member State of the recipient","companies ensure that a decision on the","approval of a cross-border division is","taken in a fair, objective and non-","","discriminatory manner on the basis of all","relevant elements and by taking into","account all legitimate public interests, in","particular the protection of employees,","shareholders and creditors."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"216","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-614","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a \u2013 paragraph 2 \u2013 point d"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:25"},"new":["(d) whether the factors set out in points","(a), (b) and (c) also relate to any","subsidiaries or branches of the merging","companies.","(This amendment applies throughout the","text. Adopting it will necessitate","corresponding changes throughout.)"],"old":["(d) whether the factors set out in points","(a), (b) and (c) also relate to any","subsidiaries of the merging companies."],"orig_lang":"ro","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"614","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-402","meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["deleted"],"old":["5. However, where a company","carrying out the cross-border conversion","and its subsidiaries, if any, have no","employees other than those who form part","of the management or administrative","organ, the report referred to in paragraph","1 shall not be required."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"402","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-615","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a \u2013 paragraph 2 point d a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["(da) the rights and remedies available","to members opposing the conversion in","accordance with Article 126a;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"615","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"R\u0103zvan Popa","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-217","location":[["Proposal for a directive","Recital 42"]],"meps":[189490],"meta":{"created":"2019-07-03T06:52:26"},"new":["(42) To allow all stakeholders'","legitimate interests to be taken into","account, the company being divided should","disclose the draft terms of the division","containing the most important information","about the proposed cross-border division,","including the envisaged the exchange ratio","of securities or shares, the instruments of","constitution of the recipient companies and","the proposed timetable for the cross-border","division. Members, creditors and","employees of the company carrying out the","cross-border division should be notified in","due time in order for them to be able to","submit comments with regard to the","division."],"old":["(42) To allow all stakeholders'","legitimate interests to be taken into","account, the company being divided should","disclose the draft terms of the division","containing the most important information","about the proposed cross-border division,","including the envisaged the exchange ratio","of securities or shares, the instruments of","constitution of the recipient companies and","the proposed timetable for the cross-border","division. Members, creditors and","employees of the company carrying out the","cross-border division should be notified","that they can submit comments with","regard to the division."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"217","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-403","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 5"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:25"},"new":["deleted"],"old":["5. However, where a company","carrying out the cross-border conversion","and its subsidiaries, if any, have no","employees other than those who form part","of the management or administrative","organ, the report referred to in paragraph","1 shall not be required."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"403","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-616","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],["Directive (EU) 2017/1132","Article 124a \u2013 paragraph 2 \u2013 point d b (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["(db) where appropriate, information on","the procedures by which arrangements for","the involvement of employees in the","definition of their rights to participation","in the converted company are determined","pursuant to Article 86l and on the possible","options for such arrangements;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"616","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-218","location":[["Proposal for a directive","Recital 43"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:26"},"new":["(43) In order to provide information to","its members, the company being divided","should prepare a summary report. The","report should explain and substantiate the","legal and economic aspects of the proposed","cross-border division, in particular","explaining the implications of the cross-","border division for members with regard to","the future business of the company and the","management organs\u2019 strategic plan. ."],"old":["(43) In order to provide information to","its members, the company being divided","","should prepare a report. The report should","explain and substantiate the legal and","economic aspects of the proposed cross-","border division, in particular explaining the","implications of the cross-border division","for members with regard to the future","business of the company and the","management organs\u2019 strategic plan. It","should also include explanations about","the exchange ratio, where applicable, the","criteria to determine the allocation of","shares and potential remedies available to","members, where they do not agree with","the decision to carry out a cross-border","division."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"218","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-404","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 5"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:25"},"new":["deleted"],"old":["5. However, where a company","carrying out the cross-border conversion","and its subsidiaries, if any, have no","employees other than those who form part","of the management or administrative","organ, the report referred to in paragraph","1 shall not be required."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"404","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-617","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],["Directive (EU) 2017/1132","Article 124a \u2013 paragraph 2 \u2013 point d c (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["(d c) the implications of the cross-","border conversion on the future business","of the company and on the management's","strategic plan;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"617","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-219","location":[[" Proposal for a directive","Recital 43"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:26"},"new":["(43) In order to provide information to","its members and employees, the company","being divided should prepare a report. The","report should explain and substantiate the","legal and economic aspects of the proposed","cross-border division, in particular","explaining the implications of the cross-","border division for members with regard to","the future business of the company and the","management organs\u2019 strategic plan. It","should also include explanations about the","exchange ratio, where applicable, the","criteria to determine the allocation of","shares and potential remedies available to","members, where they do not agree with the","decision to carry out a cross-border","division."],"old":["(43) In order to provide information to","its members, the company being divided","should prepare a report. The report should","explain and substantiate the legal and","economic aspects of the proposed cross-","border division, in particular explaining the","implications of the cross-border division","for members with regard to the future","business of the company and the","management organs\u2019 strategic plan. It","should also include explanations about the","exchange ratio, where applicable, the","criteria to determine the allocation of","shares and potential remedies available to","members, where they do not agree with the","decision to carry out a cross-border","division."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"219","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-405","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 6"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:25"},"new":["deleted"],"old":["6. Paragraphs 1 to 6 are without","prejudice to the applicable information","and consultation rights and proceedings","instituted at national level following the","transposition of Directives 2002/14/EC or","2009/38/EC."],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"405","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-618","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10 Directive (EU) 2017/1132"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["(d d) the implications of the cross-","border conversion for members;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"618","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"R\u0103zvan Popa","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-220","location":[["Proposal for a directive","Recital 43"]],"meps":[189490],"meta":{"created":"2019-07-03T06:52:26"},"new":["(43) In order to provide information to","its members, the company being divided","should prepare a detailed report. The report","should explain and substantiate the legal","and economic aspects of the proposed","cross-border division, in particular","explaining the implications of the cross-","border division for members with regard to","the future business of the company and the","management organs\u2019 strategic plan. It","should also include explanations about the","exchange ratio, where applicable, the","criteria to determine the allocation of","shares and potential remedies available to","members, where they do not agree with the","decision to carry out a cross-border","division."],"old":["(43) In order to provide information to","its members, the company being divided","should prepare a report. The report should","explain and substantiate the legal and","economic aspects of the proposed cross-","border division, in particular explaining the","implications of the cross-border division","for members with regard to the future","business of the company and the","management organs\u2019 strategic plan. It","should also include explanations about the","exchange ratio, where applicable, the","criteria to determine the allocation of","shares and potential remedies available to","members, where they do not agree with the","decision to carry out a cross-border","division."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"220","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-406","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 6"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:25"},"new":["deleted"],"old":["6. Paragraphs 1 to 6 are without","prejudice to the applicable information","and consultation rights and proceedings","instituted at national level following the","transposition of Directives 2002/14/EC or","2009/38/EC."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"406","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-221","location":[["Proposal for a directive","Recital 44"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:26"},"new":["(44) In order to provide information to","its employees, the company being divided","should prepare a report explaining the","implications of the proposed cross-border","division for employees. 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The provision","of the report should be without prejudice to","the applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC."],"old":["(44) In order to provide information its","employees, the company being divided","should prepare a report explaining the","implications of the proposed cross-border","division for employees. The report should","explain in particular the implications of the","proposed cross-border division on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the conditions of employment","","and the locations of the companies\u2019 places","of business, and how each of these factors","would relate to any subsidiaries of the","company. The provision of the report","should be without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"221","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-619","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:25"},"new":["deleted"],"old":["The report referred to in paragraph 1 of","this Article, shall be made available, at","least electronically, to the representatives","of the employees of each of the merging","companies or, where there are no such","representatives, to the employees","themselves, not less than one month","before the date of the general meeting","referred to in Article 126. The report shall","also be made similarly available to the","members of each of the merging","companies."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"619","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" R\u0103zvan Popa","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-222","location":[[" Proposal for a directive","Recital 44"]],"meps":[189490],"meta":{"created":"2019-07-03T06:52:27"},"new":["(44) In order to provide information its","employees, the company being divided","should prepare a report explaining the","implications of the proposed cross-border","division for employees. The report should","explain in particular the implications of the","proposed cross-border division on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the conditions of employment","and the locations of the companies\u2019 places","of business, and how each of these factors","would relate to any subsidiaries of the","company. The provision of the report","should be carried out in due time in order","for the employees or their representatives","to be able to submit their","comments without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC."],"old":["(44) In order to provide information its","employees, the company being divided","should prepare a report explaining the","implications of the proposed cross-border","division for employees. The report should","explain in particular the implications of the","proposed cross-border division on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the conditions of employment","and the locations of the companies\u2019 places","of business, and how each of these factors","would relate to any subsidiaries of the","company. The provision of the report","should be without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC.",""],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"222","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-407","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 6"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:25"},"new":["deleted"],"old":["6. Paragraphs 1 to 6 are without","prejudice to the applicable information","and consultation rights and proceedings","instituted at national level following the","transposition of Directives 2002/14/EC or","2009/38/EC."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"407","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-620","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:25"},"new":["The report referred to in paragraph 1 of this","Article, shall be made available, at least","electronically, to European Works","Council, the representatives of the","employees of each of the merging","companies or, where there are no such","representatives, to the employees","themselves and the trade unions in the","company, not less than one month before","the date of the general meeting referred to","in Article 126. 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The provision of the report","should be without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"223","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-408","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 title"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:25"},"new":["deleted"],"old":["Article 86g","Examination by an independent expert"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"408","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-409","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 title"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:25"},"new":["Article 86g","Examination by the competent authority"],"old":["Article 86g","Examination by an independent expert"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"409","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-410","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 title"]],"meps":[23704],"meta":{"created":"2019-07-03T06:52:26"},"new":["Article 86g","Examination by the competent authority"],"old":["Article 86g","Examination by an independent expert"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"410","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-621","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],["Directive (EU) 2017/1132","Article 124a \u2013 paragraph 3 \u2013 subparagraph 1"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["The report referred to in paragraph 1 of this","Article, shall be made available, at least","electronically, to the representatives of the","employees of each of the merging","companies or, where there are no such","representatives, to the employees","themselves, and to the European Works","Council, where applicable, not less than","one month before the date of the general","meeting referred to in Article 126. 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The","report should explain in particular the","implications of the proposed cross-border","division on the safeguarding of the jobs of","the employees, whether there would be any","material change in the conditions of","employment and the locations of the","companies\u2019 places of business, and how","each of these factors would relate to any","subsidiaries of the company. The provision","of the report should be without prejudice to","the applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC."],"old":["(44) In order to provide information its","employees, the company being divided","should prepare a report explaining the","","implications of the proposed cross-border","division for employees. The report should","explain in particular the implications of the","proposed cross-border division on the","safeguarding of the jobs of the employees,","whether there would be any material","change in the conditions of employment","and the locations of the companies\u2019 places","of business, and how each of these factors","would relate to any subsidiaries of the","company. The provision of the report","should be without prejudice to the","applicable information and consultation","proceedings instituted at national level","following the implementation of Directives","2001/23/EC, 2002/14/EC or 2009/38/EC."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"224","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-411","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 title"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:26"},"new":["Article 86g","Examination by the competent authority"],"old":["Article 86g","Examination by an independent expert"],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"411","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-412","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3 "]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:26"},"new":["Article 86g","Examination by independent experts"],"old":["Article 86g","","Examination by an independent expert"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"412","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-622","meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:25"},"new":["deleted"],"old":["However, where the approval of the","merger is not required by general meeting","of the acquiring company, in accordance","with Article 126(3), the report shall be","available at least one month before the","date of the general meeting of the other","merging company or companies."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"622","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-225","location":[[" Proposal for a directive","Recital 45"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:27"},"new":["deleted"],"old":["(45) In order to ensure the accuracy of","the information contained in the draft","terms of division and in the reports","addressed to the members and employees","and to provide factual elements necessary","to assess whether the proposed division","constitutes an artificial arrangement","which could not be authorised, an","independent expert report to assess the","division plan should be required to be","prepared. In order to secure the","independence of the expert, the expert","should be appointed by the competent","authority, following an application by the","company. In this context, the expert","report should present all relevant","information to enable the competent","authority of the Member State of the","company being divided to take an","informed decision as to whether or not to","","issue the pre-division certificate To this","end, the expert should be able to obtain all","the relevant company information and","documents and carry out all necessary","investigations in order to gather all the","evidence required. The expert should use","information, in particular net turnover","and profit or loss, number of employees","and the composition of balance sheet","collected by the company in view of the","preparation of financial statements in","accordance with Union law and the law of","Member States. However, in order to","protect any confidential information,","including business secrets of the","company, such information should not","form part of the expert\u2019s final report","which itself would be publically available."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"225","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-413","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 1"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:26"},"new":["deleted"],"old":["Member States shall ensure that the","company carrying out the cross-border","conversion applies not less than two","months before the date of the general","meeting referred to in Article 86i to the","competent authority designated in","accordance with Article 86m(1), to","appoint an expert to examine and assess","the draft terms of the cross-border","conversion and the reports referred to in","Articles 86e and 86f, subject to the proviso","set out in paragraph 6 of this Article."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"413","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-623","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a \u2013 paragraph 3 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["The European Works Councils, where","applicable, the national employee","representation bodies and the trade","unions represented in the company shall","have appropriate resources to conduct a","thorough analysis on the report."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"623","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-226","location":[["Proposal for a directive","Recital 45"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:27"},"new":["(45) In order to assess the accuracy of","the information contained in the draft terms","of division and in the reports addressed to","the members and employees and to provide","factual elements necessary to assess","whether the proposed division constitutes","an artificial arrangement, an independent","expert report should be required to be","prepared in order to assess the proposed","cross-border division. In order to secure","the independence, the competent authority,","following an application by the company,","should appoint wo experts from a pre-","selected list, that have no past or current","link with the company concerned and are","paid a pre-set fee by the company. The","experts should not work for the same firm","and should together have expertise in the","fields of company law, taxation and fiscal","law, social security and workers\u2019 rights.","The independent experts should be","appointed within one month following the","application by the company and should","deliver their report within two months","after their appointment. In this context,","the expert report should present all relevant","information to enable the competent","authority in the departure Member State to","take an informed decision as to whether or","not to issue the pre-division certificate. To","this end, the experts should be able to","obtain all the relevant company","information and documents, meet with","employees and employee representatives,","and carry out all necessary investigations","in order to gather all the evidence required.","The experts should use information, in","particular net turnover and profit or loss,","number of employees and the composition","of balance sheet collected by the company","in view of the preparation of financial","statements in accordance with Union law","and the law of Member States."],"old":["(45) In order to ensure the accuracy of","the information contained in the draft terms","of division and in the reports addressed to","the members and employees and to provide","factual elements necessary to assess","whether the proposed division constitutes","an artificial arrangement which could not","be authorised, an independent expert","report to assess the division plan should be","required to be prepared. In order to secure","the independence of the expert, the expert","should be appointed by the competent","authority, following an application by the","company. In this context, the expert report","should present all relevant information to","enable the competent authority of the","Member State of the company being","","divided to take an informed decision as to","whether or not to issue the pre-division","certificate To this end, the expert should be","able to obtain all the relevant company","information and documents and carry out","all necessary investigations in order to","gather all the evidence required. The expert","should use information, in particular net","turnover and profit or loss, number of","employees and the composition of balance","sheet collected by the company in view of","the preparation of financial statements in","accordance with Union law and the law of","Member States. However, in order to","protect any confidential information,","including business secrets of the","company, such information should not","form part of the expert\u2019s final report","which itself would be publically available."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"226","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-414","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 1"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:26"},"new":["Member States may decide that a company","shall apply not less than two months before","the date of the general meeting referred to","in Article 86i to the competent authority","designated in accordance with Article","86m(1), to appoint an expert to examine","and assess the draft terms of the cross-","border conversion and the reports referred","to in Articles 86e and 86f, subject to the","proviso set out in paragraph 6 of this","Article."],"old":["Member States shall ensure that the","company carrying out the cross-border","conversion applies not less than two","months before the date of the general","meeting referred to in Article 86i to the","competent authority designated in","accordance with Article 86m(1), to appoint","an expert to examine and assess the draft","terms of the cross-border conversion and","the reports referred to in Articles 86e and","86f, subject to the proviso set out in","paragraph 6 of this Article."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"414","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-624","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a \u2013 paragraph 4"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:25"},"new":["deleted"],"old":["4. Where the management or","administrative organ of one or more of","the merging companies receives, in good","time, an opinion from the representatives","of their employees, or, where there are no","such representatives, from the employees","themselves, as provided for under","national law, the members shall be","informed thereof and that opinion shall","be appended to the report."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"624","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-227","location":[[" Proposal for a directive","Recital 45"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:27"},"new":["(45) The competent national authority","shall be able to evaluate the accuracy of","the information contained in the draft terms","of division and in the report addressed to","the members and employees. Where the","competent authority considers, based on","reasonable grounds that there is a risk","that the cross-border division represents","an artificial arrangement, it shall draw up","a report in order to assess the proposed","division with all necessary factual","elements. In such case, the competent","authority can have recourse to an","independent expert. In this context, the","report should present all relevant","information to enable the competent","authority of the Member State of the","company being divided to take an informed","decision as to whether or not to issue the","pre-division certificate To this end, the","competent authority should be able to","obtain all the relevant company","information, such as net turnover and","profit or loss, number of employees and the","composition of balance sheet collected by","the company in view of the preparation of","financial statements in accordance with","Union law and the law of Member States","and documents and carry out all","necessary investigations in order to gather","all the evidence required. However, in","order to protect any confidential","information, including business secrets of","the company, such information should not","form part of the final report which itself","would be publically available."],"old":["(45) In order to ensure the accuracy of","the information contained in the draft terms","of division and in the reports addressed to","the members and employees and to","provide factual elements necessary to","assess whether the proposed division","constitutes an artificial arrangement which","could not be authorised, an independent","expert report to assess the division plan","should be required to be prepared. In","","order to secure the independence of the","expert, the expert should be appointed by","the competent authority, following an","application by the company. In this","context, the expert report should present all","relevant information to enable the","competent authority of the Member State","of the company being divided to take an","informed decision as to whether or not to","issue the pre-division certificate To this","end, the expert should be able to obtain all","the relevant company information and","documents and carry out all necessary","investigations in order to gather all the","evidence required. The expert should use","information, in particular net turnover and","profit or loss, number of employees and the","composition of balance sheet collected by","the company in view of the preparation of","financial statements in accordance with","Union law and the law of Member States.","However, in order to protect any","confidential information, including","business secrets of the company, such","information should not form part of the","expert\u2019s final report which itself would be","publically available."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"227","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-625","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],["Directive (EU) 2017/1132","Article 124a \u2013 paragraph 4 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:25"},"new":["4 a. The Executive management or the","administrative organ of the company","which intends to carry out the cross-","border merger, shall provide a motivated","and written response to the employee","opinion before the date of the general","meeting referred to in Article 126."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"625","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-415","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 1"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:26"},"new":["Member States shall ensure that the","company carrying out the cross-border","conversion applies not less than two","months before the date of the general","meeting referred to in Article 86i to the","competent authority designated in","accordance with Article 86m(1), to appoint","two experts to examine and assess the draft","terms of the cross-border conversion and","the reports referred to in Articles 86e and","86f, subject to the proviso set out in","paragraph 6 of this Article."],"old":["Member States shall ensure that the","company carrying out the cross-border","conversion applies not less than two","months before the date of the general","meeting referred to in Article 86i to the","competent authority designated in","accordance with Article 86m(1), to appoint","an expert to examine and assess the draft","terms of the cross-border conversion and","the reports referred to in Articles 86e and","86f, subject to the proviso set out in","paragraph 6 of this Article."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"415","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-626","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],["Directive (EU) 2017/1132","Article 124a \u2013 paragraph 5"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:25"},"new":["deleted"],"old":["5. However, where the merging","","companies and their subsidiaries, if any,","have no employees, other than those who","form part of the management or","administrative organ, the report referred","in paragraph 1 shall not be required to be","drawn up."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"626","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-228","justification":" No companies at all should be required to commission an independent report.","location":[["Proposal for a directive","Recital 46"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:27"},"new":["deleted"],"old":["(46) With a view to avoiding","disproportionate costs and burdens for","smaller companies carrying out cross-","border division, micro and small","enterprises as defined in the Commission","Recommendation 2003/361/EC of 6 May","2003 should be exempted from the","requirement to have produce an","independent expert."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"228","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-416","meps":[23704],"meta":{"created":"2019-07-03T06:52:26"},"new":["Member States shall ensure that the","company carrying out the cross-border","conversion applies not less than four","months before the date of the general","meeting referred to in Article 86i to the","competent authority designated in","accordance with Article 86m(1), to appoint","an expert to examine and assess the draft","terms of the cross-border conversion and","the reports referred to in Articles 86e and","86f, subject to the proviso set out in","paragraph 6 of this Article."],"old":["Member States shall ensure that the","company carrying out the cross-border","conversion applies not less than two","months before the date of the general","meeting referred to in Article 86i to the","competent authority designated in","accordance with Article 86m(1), to appoint","an expert to examine and assess the draft","terms of the cross-border conversion and","the reports referred to in Articles 86e and","86f, subject to the proviso set out in","paragraph 6 of this Article."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"416","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-627","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a \u2013 paragraph 5"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:26"},"new":["deleted"],"old":["5. However, where the merging","companies and their subsidiaries, if any,","have no employees, other than those who","form part of the management or","administrative organ, the report referred","in paragraph 1 shall not be required to be","drawn up."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"627","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-229","location":[[" Proposal for a directive","Recital 47"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:27"},"new":["deleted"],"old":["(47) On the basis of the draft terms of","the cross-border division and the reports,","the general meeting of the members of the","company being divided, should decide on","whether or not to approve those draft","terms. It is important that, the majority","requirement for such a vote should be","sufficiently high in order to ensure that","the decision to divide is a collective one."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"229","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-628","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10"],[" Directive (EU) 2017/1132","Article 124a \u2013 paragraph 6"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:26"},"new":["deleted"],"old":["6. The submission of the report is","without prejudice to the applicable","information and consultation rights and","proceedings instituted at national level","following the implementation of","","Directives 2001/23/EC, 2002/14/EC or","2009/38/EC.;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"628","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-417","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 1"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:26"},"new":["Member States shall ensure that the","company carrying out the cross-border","conversion applies not less than two","months before the date of the general","meeting referred to in Article 86i to the","competent authority designated in","accordance with Article 86m(1) for the","assessment of the draft terms of the cross-","border conversion and the reports referred","to in Articles 86e and 86f, subject to the","proviso set out in paragraph 6 of this","Article."],"old":["Member States shall ensure that the","company carrying out the cross-border","conversion applies not less than two","months before the date of the general","meeting referred to in Article 86i to the","competent authority designated in","accordance with Article 86m(1), to appoint","an expert to examine and assess the draft","terms of the cross-border conversion and","the reports referred to in Articles 86e and","86f, subject to the proviso set out in","paragraph 6 of this Article."],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"417","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-230","location":[[" Proposal for a directive","Recital 48"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:27"},"new":["deleted"],"old":["(48) It is appropriate that members who","held voting rights and who did not vote to","approve the draft terms of the cross-","border division and those members","without voting rights, who could not","present their position, should be afforded","the right to exit the company. Those","members should be able to leave the","company and receive cash compensation","for their shares equivalent to the value of","their shares. Furthermore, they should","have a right to challenge the calculation","","and adequacy of that cash compensation","offered and also the share exchange ratio","where they wish to remain members of","any of the recipient companies before a","court. As part of those proceedings, the","court should be able to order any","company involved in the cross-border","division either to pay additional cash","compensation or to issue additional","shares."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"230","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-629","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10 a (new)"],["Directive (EU) 2017/1132","Article 124b (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:26"},"new":["(10 a) The following new article 124b is","inserted:","Article 124b","Examination by an independent expert","1.Member States shall ensure that the","companies carrying out the cross-border","merger apply not less than two months","before the date of the general meeting","referred to in Article 126 to the competent","authorities of the Member States, to","appoint two experts to examine and assess","the draft terms of the cross-border merger","and the reports referred to in this chapter,","subject to the proviso set out in paragraph","6 of this Article. The application for the","appointment of an expert shall be","accompanied by the following:","(a) the draft terms of the cross-border","merger;","(b) the company reports referred to in this","chapter.","2.The competent authorities, in","coordination with each other, shall","appoint two independent experts within","one month from the application referred","to in paragraph 1 and the receipt of the","draft terms and reports. The experts shall","be appointed on the basis of pre-selected","lists in the Member States concerned, that","were specifically established for the","purpose of assessing cross-border","mergers. The list shall include natural","persons on the basis of their personal","expertise. The fields of expertise to be","reflected in the list should include at least","company law, taxation and fiscal law,","social security and workers\u2019 rights.","Together, the two independent experts","shall cover all of the fields of expertise","mentioned in this paragraph. An expert","may operate on their own behalf or on","behalf of a legal person. Member States","shall define fixed rates for the fees paid to","the independent experts, which shall be","paid by the companies applying for the","merger.","The experts shall be independent from the","company carrying out the cross-border","merger. Member States shall take into","account, in assessing the independence of","the experts, the framework established in","Articles 22 to 22b of Directive","2006/43/EC. In addition:","(a) the experts or the legal person on","whose behalf he or she is operating, shall","not have performed work, in whatever","capacity, for the company applying for the","merger in the five years prior to his or her","appointment or vice versa; and","(b) the two experts appointed shall not","operate on behalf of the same legal","person.","3.The experts shall draw up a written","report within two months after their","appointment, providing at least:(a) a","detailed assessment of the accuracy of","both the draft terms and the reports as","well as information submitted by the","company carrying out the cross-border","merger;","(b) a description of all factual elements","necessary for the competent authorities,","designated, to carry out an in-depth","assessment to determine whether the","intended cross-border merger constitutes","an artificial arrangement, including at a","minimum the following:","(i) the characteristics of the establishment","in the different Member State, including","the intent, the sector, the investment, the","net turnover and profit or loss,","(ii) the number of employees working in","the countries concerned, the number of","employees working in another country","grouped according to the country of work,","the number of employees posted or sent in","the year prior to the merger within the","meanings of Regulation (EC) No","883/2004 and Directive96/71/EC, the","number of employees working","simultaneously in more than one Member","State within the meaning of Regulation","(EC) No 883/2004,","(iii) the tax residence,","(iv) the assets and their location",",(v)the habitual place of work of the","employees and of specific groups of","employees,","(vi) the places where social contributions","are due;","(vii) the commercial risks assumed by the","merged company in the Member States","concerned","(viii) the composition of the balance sheet","and of the financial statement in the","destination member state and in all","member States in which the company","operates in the last two fiscal years.","4.Whenever relevant, the independent","experts shall ask questions to and receive","information from the competent","authorities in the Member States","concerned. The competent authorities","shall ensure communication between the","independent expert and other authorities","in their Member State responsible for any","of the areas touched upon by this","Directive.","5.Member States shall ensure that the","independent experts shall be entitled to","obtain, from the company carrying out the","cross-border merger, all relevant","information and documents and to carry","out all necessary investigations to verify","all elements of the draft terms or","management reports. The expert shall","also be entitled to receive comments and","opinions from the representatives of the","employees of the company, or, where","there are no such representatives, from","the employees themselves and also from","the creditors and members of the","company.","6.Member States shall ensure that","information submitted to the independent","experts can only be used for the purpose","of drafting their report.","6. Member States may apply a lower","independent expert fee for 'micro' and","'small enterprises' as defined in","Commission","Recommendation2003/361/EC (**)."],"old":["","","","",""],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"629","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-418","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 1"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:26"},"new":["Member States shall ensure that the","company carrying out the cross-border","conversion applies not less than two","months before the date of the general","meeting referred to in Article 86i to the","competent authority designated in","accordance with Article 86m(1), for the","examination and the assessment the draft","terms of the cross-border conversion and","the reports referred to in Articles 86e,","subject to the proviso set out in paragraph","6 of this Article."],"old":["Member States shall ensure that the","company carrying out the cross-border","conversion applies not less than two","months before the date of the general","meeting referred to in Article 86i to the","competent authority designated in","accordance with Article 86m(1), to appoint","an expert to examine and assess the draft","terms of the cross-border conversion and","the reports referred to in Articles 86e and","86f, subject to the proviso set out in","paragraph 6 of this Article."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"418","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-231","location":[["Proposal for a directive","Recital 48"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:27"},"new":["(48) It is appropriate that members who","held voting rights and who voted against","or did not attend the general meeting but","expressed their intention before the","meeting to vote against the approval of the","draft terms of the cross-border division and","those members without voting rights, who","could not present their position, should be","afforded the right to exit the company.","Those members should be able to leave the","company and receive cash compensation","for their shares equivalent to the value of","their shares. Furthermore, they should have","a right to challenge the calculation and","adequacy of that cash compensation","offered and also the share exchange ratio","where they wish to remain members of any","of the recipient companies before a court.","As part of those proceedings, the court","should be able to order any company","involved in the cross-border division either","to pay additional cash compensation or to","issue additional shares."],"old":["(48) It is appropriate that members who","held voting rights and who did not vote to","approve the draft terms of the cross-border","division and those members without voting","rights, who could not present their position,","should be afforded the right to exit the","company. Those members should be able","to leave the company and receive cash","compensation for their shares equivalent to","the value of their shares. Furthermore, they","should have a right to challenge the","calculation and adequacy of that cash","compensation offered and also the share","exchange ratio where they wish to remain","members of any of the recipient companies","before a court. As part of those","proceedings, the court should be able to","order any company involved in the cross-","border division either to pay additional","cash compensation or to issue additional","shares."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"231","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-419","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:26"},"new":["deleted"],"old":["The application for the appointment of an","expert shall be accompanied by the","following:","(a) the draft terms of the cross-border","conversion referred to in Article 86d;","(b) the reports referred to in Articles","86e and 86f."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"419","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-630","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 10 b (new)"],[" Directive (EU) 2017/1132","Article 125 \u2013 title"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:26"},"new":["(10 b) The title of Article 125 is amended","as follows:","\"Independent expert report for the","members\""],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"630","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-232","location":[[" Proposal for a directive","Recital 51"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:27"},"new":["(51) To ensure the proper allocation of","tasks among Member States and an","efficient and effective ex-ante and ex-post","control of cross-border divisions, the","competent authority of the Member State","of the company being divided should have","the power to issue a pre-division certificate","without which the authorities of the","Member States of the recipient companies","should not be able to complete the cross-","border-division procedure. A list of","national competent authorities in the","Member States shall be prepared and","publish by the Commission. Member","States\u2019 competent authorities are expected","to collaborate together in cases of cross-","border divisions."],"old":["(51) To ensure the proper allocation of","tasks among Member States and an","efficient and effective ex-ante control of","cross-border divisions, the competent","authority of the Member State of the","company being divided should have the","power to issue a pre-division certificate","without which the authorities of the","Member States of the recipient companies","should not be able to complete the cross-","border-division procedure."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"232","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-420","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:26"},"new":["The application to the competent authority","shall be accompanied by the following:"],"old":["The application for the appointment of an","expert shall be accompanied by the","following:"],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"420","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-233","location":[[" Proposal for a directive","Recital 52"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:27"},"new":["(52) The issue of the pre-division","certificate by the Member State of the","company being divided should be","scrutinised to ensure the legality of the","cross-border division. The competent","authority should decide whether to issue a","pre-division certificate within one month of","the date of receipt of the report by the","independent expert, unless it has serious","concerns as to the existence of an artificial","arrangement. In such a case, the competent","authority should carry out an in-depth","assessment. However, this in-depth","assessment should not be carried out","systematically but it should be conducted","on a case-by-case basis where there are","serious concerns as to the existence of an","artificial arrangement. For their","assessment, competent authorities should","take into account at least a number of","factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","five months informing the company that","the in-depth assessment will be carried out."],"old":["(52) The issue of the pre-division","certificate by the Member State of the","company being divided should be","scrutinised to ensure the legality of the","cross-border division. The competent","authority should decide whether to issue a","pre-division certificate within one month of","","","the application by the company has been","submitted, unless it has serious concerns as","to the existence of an artificial arrangement","aimed at obtaining undue tax advantages","or at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In such a case, the competent","authority should carry out an in-depth","assessment. However, this in-depth","assessment should not be carried out","systematically but it should be conducted","on a case-by-case basis where there are","serious concerns as to the existence of an","artificial arrangement. For their","assessment, competent authorities should","take into account at least a number of","factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","two months informing the company that","the in-depth assessment will be carried out."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"233","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Sergio Gaetano Cofferati, Jytte Guteland, Evelyne Gebhardt","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-631","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 11 a (new)"],["Directive (EU) 2017/1132","Article 125a (new)"]],"meps":[96915,124991,1913],"meta":{"created":"2019-07-03T06:52:26"},"new":["(11 a) After Article 125 the following","Article 125a (new) is inserted:","Article 125a","Approval by the employees","After taking note of the reports referred to","in Articles 124, 124a and 125, the","representatives of the employees of each","merging company or, if there are no","representatives, the employees themselves,","shall decide, by simple majority, whether","to approve the draft terms of the cross-","border merger. In case the representatives","of the employees or, where applicable, the","employees themselves, of at least one of","the merging companies reject the draft","terms, the general meeting of the merging","companies shall not proceed to vote on the","resolution referred to in Article 126."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"631","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-234","location":[["Proposal for a directive","Recital 52"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:28"},"new":["(52) The issue of the pre-division","certificate by the Member State of the","company being divided should be","scrutinised to ensure the legality of the","cross-border division. The competent","authority should decide whether to issue a","pre-division certificate within one month of","the date of receipt of the report by the","independent expert, unless it has serious","concerns as to the existence of an artificial","arrangement aimed at obtaining undue tax","advantages or at unduly prejudicing the","legal or contractual rights of employees,","creditors or members. In such a case, the","competent authority should carry out an in-","depth assessment. However, this in-depth","assessment should not be carried out","systematically but it should be conducted","on a case-by-case basis where there are","serious concerns as to the existence of an","artificial arrangement. For their","assessment, competent authorities should","take into account at least a number of","factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded","within five months informing the company","that the in-depth assessment will be carried","out."],"old":["(52) The issue of the pre-division","certificate by the Member State of the","company being divided should be","scrutinised to ensure the legality of the","cross-border division. The competent","authority should decide whether to issue a","pre-division certificate within one month of","the application by the company has been","submitted, unless it has serious concerns as","to the existence of an artificial arrangement","","aimed at obtaining undue tax advantages or","at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In such a case, the competent","authority should carry out an in-depth","assessment. However, this in-depth","assessment should not be carried out","systematically but it should be conducted","on a case-by-case basis where there are","serious concerns as to the existence of an","artificial arrangement. For their","assessment, competent authorities should","take into account at least a number of","factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","two months informing the company that","the in-depth assessment will be carried out."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"234","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-421","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:26"},"new":["The application shall be accompanied by","the following:"],"old":["The application for the appointment of an","expert shall be accompanied by the","following:"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"421","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-632","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 12 \u2013 point a"],["Directive (EU) 2017/1132","Article 126 \u2013 paragraph 1"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:26"},"new":["1. After taking note of the reports","referred to in Articles 124, 124a and 125,","as appropriate, the general meeting of each","of the merging companies shall decide, by","means of a resolution, on the approval of","the common draft terms of the cross-border","merger. Before a decision is taken, any","preceding applicable to information and","consultation rights have to be met in such","a way and such a time that an opinion by","the employee representatives can be taken","into consideration"],"old":["1. After taking note of the reports","referred to in Articles 124, 124a and 125,","as appropriate, the general meeting of each","of the merging companies shall decide, by","means of a resolution, on the approval of","","the common draft terms of the cross-border","merger.;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"632","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Emil Radev","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-235","location":[[" Proposal for a directive","Recital 52"]],"meps":[124850],"meta":{"created":"2019-07-03T06:52:28"},"new":["(52) The issue of the pre-division","certificate by the Member State of the","company being divided should be","scrutinised to ensure the legality of the","cross-border division. The competent","authority of the departure Member State","should decide on the issue of the pre-","conversion certificate within one month of","the application by the company, unless it","has serious concerns as to the existence of","an artificial arrangement aimed at tax","abuses or abuses in respect of the legal or","contractual rights of employees, creditors","or members. In such a case, the competent","authority should carry out an in-depth","assessment. However, this in-depth","assessment should not be carried out","systematically but it should be conducted","on a case-by-case basis where there are","serious concerns as to the existence of an","artificial arrangement. For their","assessment, competent authorities should","take into account at least a number of","factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","two months informing the company that","the in-depth assessment will be carried out."],"old":["(52) The issue of the pre-division","certificate by the Member State of the","company being divided should be","scrutinised to ensure the legality of the","cross-border division. The competent","authority should decide whether to issue a","pre-division certificate within one month of","the application by the company has been","submitted, unless it has serious concerns as","to the existence of an artificial arrangement","aimed at obtaining undue tax advantages","or at unduly prejudicing the legal or","contractual rights of employees, creditors","","or members. In such a case, the competent","authority should carry out an in-depth","assessment. However, this in-depth","assessment should not be carried out","systematically but it should be conducted","on a case-by-case basis where there are","serious concerns as to the existence of an","artificial arrangement. For their","assessment, competent authorities should","take into account at least a number of","factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","two months informing the company that","the in-depth assessment will be carried out."],"orig_lang":"bg","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"235","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-422","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 1 \u2013 subparagraph 1 \u2013 point a"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:26"},"new":["deleted"],"old":["(a) the draft terms of the cross-border","conversion referred to in Article 86d;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"422","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-633","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 12 \u2013 point a"],[" Directive (EU) 2017/1132","Article 126 \u2013 paragraph 1"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:26"},"new":["1. After taking note of the reports","referred to in Articles 124, 124a and 125,","as appropriate, the general meeting of each","of the merging companies shall decide, by","means of a resolution, on the approval of","the common draft terms of the cross-border","merger. Prior to taking a decision, all","applicable information and consultation","rights have to be met in a way and at such","a time that an opinion by the employees","can be taken into consideration.;"],"old":["1. After taking note of the reports","referred to in Articles 124, 124a and 125,","as appropriate, the general meeting of each","of the merging companies shall decide, by","means of a resolution, on the approval of","the common draft terms of the cross-border","merger.;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"633","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-236","location":[["Proposal for a directive","Recital 52"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:28"},"new":["(52) The issue of the pre-division","certificate by the Member State of the","company being divided should be","scrutinised to ensure the legality of the","cross-border division. The competent","authority should decide whether to issue a","pre-division certificate within one month of","the receipt of the report of the","independent expert, unless it has serious","concerns as to the existence of an artificial","arrangement aimed at obtaining undue tax","advantages or at unduly prejudicing the","legal or contractual rights of employees,","creditors or members. In such a case, the","competent authority should carry out an in-","depth assessment. However, this in-depth","assessment should not be carried out","systematically but it should be conducted","on a case-by-case basis where there are","serious concerns as to the existence of an","artificial arrangement. For their","assessment, competent authorities should","take into account at least a number of","factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded","within five months informing the company","that the in-depth assessment will be carried","out."],"old":["(52) The issue of the pre-division","certificate by the Member State of the","company being divided should be","scrutinised to ensure the legality of the","cross-border division. The competent","authority should decide whether to issue a","pre-division certificate within one month of","the application by the company has been","submitted, unless it has serious concerns as","to the existence of an artificial arrangement","aimed at obtaining undue tax advantages or","at unduly prejudicing the legal or","contractual rights of employees, creditors","or members. In such a case, the competent","authority should carry out an in-depth","assessment. However, this in-depth","","assessment should not be carried out","systematically but it should be conducted","on a case-by-case basis where there are","serious concerns as to the existence of an","artificial arrangement. For their","assessment, competent authorities should","take into account at least a number of","factors laid down in this Directive which","however should be only considered as","indicative factors in the overall assessment","and not be considered in isolation. In order","not to burden companies with an overly","lengthy procedure, this in-depth assessment","should in any event be concluded within","two months informing the company that","the in-depth assessment will be carried out."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"236","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-423","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 1 \u2013 subparagraph 1 \u2013 point b"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:26"},"new":["(b) the reports referred to in Article","86e."],"old":["(b) the reports referred to in Articles","86e and 86f."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"423","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-237","location":[[" Proposal for a directive","Recital 55"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:28"},"new":["(55) In order to ensure that employee","participation is not prejudiced as a result of","the cross-border division where the","company carrying out the cross-border","division is operating under an employee","participation system, the companies","resulting from the division should be","obliged to take a legal form allowing for","the exercise of participation, including","through the presence of representatives of","the employees in the appropriate","management or supervisory organs of the","companies. Moreover, in such a case, a","bona fide negotiation between the company","and its employees should take place, along","the lines of the procedure provided for in","Directive 2001/86/EC, with a view to","finding an amicable solution reconciling","the right of the company to carry out a","cross-border division with the employees''","rights of information, consultation and","participation. The agreement should","ensure that at least the same level of all","elements of employee involvement as","applicable in the company before the","conversion, continues to apply. As a result","of those negotiations, either a bespoke and","agreed solution or, in the absence of an","agreement, the application of standard","rules should apply mutatis mutandis. In","order to protect either the agreed solution","or the application of those standard rules,","the company should not be able to remove","the information, consultation and","participation rights through carrying out","subsequent domestic or cross-border","conversions, mergers or divisions within","10 years."],"old":["(55) In order to ensure that employee","participation is not unduly prejudiced as a","result of the cross-border division where","the company carrying out the cross-border","division is operating under an employee","participation system, the companies","resulting from the division should be","obliged to take a legal form allowing for","the exercise of participation, including","through the presence of representatives of","the employees in the appropriate","management or supervisory organs of the","companies. Moreover, in such a case, a","bona fide negotiation between the company","and its employees should take place, along","the lines of the procedure provided for in","Directive 2001/86/EC, with a view to","finding an amicable solution reconciling","","the right of the company to carry out a","cross-border division with the employees''","rights of participation. As a result of those","negotiations, either a bespoke and agreed","solution or, in the absence of an agreement,","the application of standard rules as set out","in the Annex to Directive 2001/86/EC","should apply mutatis mutandis. In order to","protect either the agreed solution or the","application of those standard rules, the","company should not be able to remove the","participation rights through carrying out","subsequent domestic or cross-border","conversions, mergers or divisions within 3","years."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"237","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-634","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],[" Directive (EU) 2017/1132","Article 126a \u2013 paragraph 1 \u2013 point a"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:26"},"new":["(a) the members holding shares with","voting rights and who voted against or did","not attend the general meeting but","expressed their intention before the","meeting to vote against the approval of the","common draft terms of the cross-border","merger;"],"old":["(a) the members holding shares with","voting rights and who did not vote for the","approval of the common draft terms of the","cross-border merger;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"634","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-238","location":[["Proposal for a directive","Recital 56"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:28"},"new":["(56) In order to prevent the","circumvention of the employee","participation rights by means of a cross-","border division, the company carrying out","a division which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border division","without first entering into negotiations with","its employees or their representatives."],"old":["(56) In order to prevent the","circumvention of the employee","participation rights by means of a cross-","border division, the company carrying out","a division which is registered in the","Member State which provides for the","employee participation rights, should not","be able to perform a cross-border division","without first entering into negotiations with","its employees or their representatives when","the average number of employees","employed by that company is equivalent to","four fifths of the national threshold for","triggering such employee participation."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"238","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-424","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 2"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:26"},"new":["deleted"],"old":["2. The competent authority shall","appoint an independent expert within five","working days from the application","referred to in paragraph 1 and the receipt","of the draft terms and reports. The expert","shall be independent from the company","carrying out the cross-border conversion","and may be a natural or a legal person","depending upon the law of the departure","Member State. Member States shall take","into account, in assessing the","independence of the expert, the","framework established in Articles 22 and","22b of Directive 2006/43/EC."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"424","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-635","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],["Directive (EU) 2017/1132","Article 126a \u2013 paragraph 1 \u2013 point a"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:26"},"new":["(a) the members holding shares with","voting rights who at the general meeting","voted for the approval of the common draft","terms of the cross-border merger and","voiced their intent to make use of the exit","right;"],"old":["(a) the members holding shares with","voting rights and who did not vote for the","approval of the common draft terms of the","cross-border merger;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"635","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-239","location":[[" Proposal for a directive","Recital 58"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:28"},"new":["(58) The provisions of this Directive do","not affect the legal or administrative","provisions, including the enforcement of","tax rules in cross-border conversions,","mergers and divisions, of national law","relating to the taxes of Member States, or","its territorial and administrative","subdivisions. Departure Member States","shall for example have the right to impose","taxes on hidden reserves of departing","companies that have not yet been subject","to taxation in the departing member state,","in accordance with the case law of the","European Court of Justice."],"old":["(58) The provisions of this Directive do","not affect the legal or administrative","provisions, including the enforcement of","tax rules in cross-border conversions,","mergers and divisions, of national law","relating to the taxes of Member States, or","its territorial and administrative","subdivisions."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"239","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-425","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 2"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:26"},"new":["2. The competent authority shall","appoint two independent experts within","one month from the application referred to","in paragraph 1 and the receipt of the draft","terms and reports. The experts shall be","appointed on the basis of a pre-selected","list that was specifically established for","the purpose of assessing cross-border","conversions. The list shall include natural","persons on the basis of their personal","expertise. The fields of expertise to be","reflected in the list should include at least","company law, taxation and fiscal law,","social security and workers\u2019 rights.","Together, the two independent experts","shall cover all of the fields of expertise","mentioned in this paragraph. An expert","may operate on their own behalf or on","behalf of a legal person. Member States","shall define fixed rates for the fees paid to","the independent experts, which shall be","paid by the company applying for the","conversion.","The experts shall be independent from the","company carrying out the cross-border","conversion . Member States shall take into","account, in assessing the independence of","the experts, the framework established in","Articles 22 to 22b of Directive","2006/43/EC. In addition:","(a) the experts or the legal person on","whose behalf he or she is operating, shall","not have performed work, in whatever","capacity, for the company applying for the","conversion in the five years prior to his or","her appointment or vice versa; and","(b) the two experts appointed shall not","operate on behalf of the same legal","person."],"old":["2. The competent authority shall","appoint an independent expert within five","working days from the application referred","to in paragraph 1 and the receipt of the","draft terms and reports. The expert shall be","independent from the company carrying","out the cross-border conversion and may","be a natural or a legal person depending","upon the law of the departure Member","State. Member States shall take into","account, in assessing the independence of","the expert, the framework established in","Articles 22 and 22b of Directive","2006/43/EC.","","",""],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"425","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-636","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],["Directive (EU) 2017/1132","Article 126a \u2013 paragraph 1 \u2013 point b"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:26"},"new":["(b) the members holding shares","without voting rights, who voiced their","intent to make use of the exit right at the","general meeting."],"old":["(b) the members holding shares","without voting rights."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"636","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-240","location":[[" Proposal for a directive","Recital 58 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:28"},"new":["(58a) Companies willing to make full","use of the benefits of the internal market","through cross-border conversions,","mergers or divisions shall submit in","return to an adequate level of","transparency and good corporate","governance. Public Country by Country","Reporting is an efficient and appropriate","tool to increase transparency of","multinational enterprises activities and to","enable the public to assess their impact on","the real economy. It will also improve","shareholders ability to properly evaluate","the risks taken by companies, lead to","investment strategies based on accurate","information and enhance decision-makers","possibility to assess the efficiency and the","impact of national legislations. Therefore,","a set of financial information shall be","published ahead of the cross-border","operation ahead of its execution."],"old":[""],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"240","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-426","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 2"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:26"},"new":["2. If the competent authority has","recourse to an independent expert this","expert shall be independent from the","company carrying out the cross-border","conversion and may be a natural or a legal","person depending upon the law of the","departure Member State. Member States","shall take into account, in assessing the","independence of the expert, the framework","established in Articles 22 and 22b of","Directive 2006/43/EC."],"old":["2. The competent authority shall","appoint an independent expert within five","working days from the application","referred to in paragraph 1 and the receipt","of the draft terms and reports. The expert","shall be independent from the company","carrying out the cross-border conversion","and may be a natural or a legal person","depending upon the law of the departure","Member State. Member States shall take","into account, in assessing the independence","of the expert, the framework established in","Articles 22 and 22b of Directive","2006/43/EC."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"426","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Angelika Niebler","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-637","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],[" Directive (EU) 2017/1132","Article 126a \u2013 Paragraph 3"]],"meta":{"created":"2019-07-03T06:52:27"},"new":["Member States shall ensure that each of the","merging companies makes an offer of","adequate cash compensation in the","common draft terms of the cross-border","merger, as specified in Article 122(1)(m),","to those members referred to in paragraph","1 of this Article who wish to exercise their","right to dispose of their shareholdings.","Member States shall also establish the","period for the acceptance of the offer,","which shall not in any event exceed one","month after the general meeting referred to","in Article 126 or, in cases where the","approval of the general meeting is not","required, within two months after the","disclosure of the common draft terms of","merger referred to in Article 123. Member","States shall further ensure that the merging","companies are able to accept an offer valid","for information purposes and","communicated electronically to an address","provided by those companies for that","purpose. National law on the form and","validity of contracts for the sale and","transfer of shares in undertakings shall","remain unaffected."],"old":["Member States shall ensure that each of the","merging companies makes an offer of","adequate cash compensation in the","common draft terms of the cross-border","merger, as specified in Article 122(1)(m),","to those members referred to in paragraph","1 of this Article who wish to exercise their","right to dispose of their shareholdings.","Member States shall also establish the","period for the acceptance of the offer,","which shall not in any event exceed one","month after the general meeting referred to","in Article 126 or, in cases where the","approval of the general meeting is not","required, within two months after the","disclosure of the common draft terms of","merger referred to in Article 123. Member","States shall further ensure that the merging","companies are able to accept an offer","communicated electronically to an address","provided by those companies for that","purpose."],"orig_lang":"de","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"637","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-241","location":[["Proposal for a directive","Recital 61"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:28"},"new":["(61) This Directive ensures full respect","for the fundamental rights and the","principles recognised in the Charter of","Fundamental Rights of the European","Union, including the right to","establishment in any Member State","(Article 15(2), freedom to conduct a","business (Article 16), workers\u2019 right to","information and consultation within the","undertaking (Article 27), the right of","collective bargaining and action (Article","28), protection in the event of unjustified","dismissal (Article 30), fair and just","working conditions (Article 31), the right","to an effective remedy and to a fair trial","(Article 47) and the right to protection of","personal data (Article 8)."],"old":["(61) This Directive respects the","fundamental rights and observes the","principles recognised in particular by the","Charter of Fundamental Rights of the","European Union."],"orig_lang":"ro","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"241","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-427","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 2"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:26"},"new":["2. The competent authority is at","liberty to request the assistance of an","independent expert should it deem this","necessary. The expert shall be independent","from the company carrying out the cross-","border conversion and may be a natural or","a legal person depending upon the law of","the departure Member State. Member","States shall take into account, in assessing","the independence of the expert, the","framework established in Articles 22 and","22b of Directive 2006/43/EC."],"old":["2. The competent authority shall","appoint an independent expert within five","","working days from the application","referred to in paragraph 1 and the receipt","of the draft terms and reports. The expert","shall be independent from the company","carrying out the cross-border conversion","and may be a natural or a legal person","depending upon the law of the departure","Member State. Member States shall take","into account, in assessing the independence","of the expert, the framework established in","Articles 22 and 22b of Directive","2006/43/EC."],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"427","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Evelyn Regner, Sergio Gaetano Cofferati, Jytte Guteland","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-638","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13 Directive (EU) 2017/1132"]],"meps":[96998,96915,124991],"meta":{"created":"2019-07-03T06:52:27"},"new":["Member States shall ensure that each of the","merging companies makes an offer of","adequate cash compensation in the","common draft terms of the cross-border","merger, as specified in Article 122(1)(m),","to those members referred to in paragraph","1 of this Article who wish to exercise their","right to dispose of their shareholdings.","Member States shall also establish the","period for the acceptance of the offer,","which shall not in any event exceed one","month after the general meeting referred to","in Article 126 or, in cases where the","approval of the general meeting is not","required, within two months after the","disclosure of the common draft terms of","merger referred to in Article 123."],"old":["Member States shall ensure that each of the","merging companies makes an offer of","adequate cash compensation in the","common draft terms of the cross-border","merger, as specified in Article 122(1)(m),","to those members referred to in paragraph","1 of this Article who wish to exercise their","right to dispose of their shareholdings.","Member States shall also establish the","period for the acceptance of the offer,","which shall not in any event exceed one","month after the general meeting referred to","in Article 126 or, in cases where the","approval of the general meeting is not","required, within two months after the","disclosure of the common draft terms of","merger referred to in Article 123. Member","States shall further ensure that the","merging companies are able to accept an","offer communicated electronically to an","address provided by those companies for","that purpose."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"638","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand","changes":{},"committee":["JURI"],"compromise":[" on behalf of the Verts/ALE Group"],"date":"2018-09-25T00:00:00","id":"PE627.948-242","location":[[" Proposal for a directive","Recital 63"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:28"},"new":["(63) The Commission should carry out","an evaluation of this Directive. Pursuant to","paragraph 22 of the Interinstitutional","Agreement between the European","Parliament, the Council of the European","Union and the European Commission on","Better Law-Making of 13 April 201652 that","evaluation should be based on the five","criteria of efficiency, effectiveness,","relevance, coherence and value added and","should provide the basis for impact","assessments of possible further measures.","This evaluation should pay particular","attention to the impact of this Directive in","detecting and preventing cases of cross-","border conversions, mergers or divisions","representing artificial arrangements.","_________________","52","OJ L123, 12.5. 2016, p. 1. OJ L123, 12.5. 2016, p. 1."],"old":["(63) The Commission should carry out","an evaluation of this Directive. Pursuant to","paragraph 22 of the Interinstitutional","Agreement between the European","Parliament, the Council of the European","Union and the European Commission on","Better Law-Making of 13 April 201652 that","evaluation should be based on the five","criteria of efficiency, effectiveness,","relevance, coherence and value added and","should provide the basis for impact","assessments of possible further measures.","_________________","52"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"242","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-639","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],["Directive (EU) 2017/1132","Article 126a \u2013 paragraph 3"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:27"},"new":["Member States shall ensure that each of the","merging companies makes an offer of","adequate cash compensation in the","common draft terms of the cross-border","merger, as specified in Article 122(1)(m),","to those members referred to in paragraph","1 of this Article who wish to exercise their","right to dispose of their shareholdings.","Without prejudice to the exercise of the","exit right, members shall communicate","their intention to make use of it before the","general meeting. Member States shall also","establish the period for the acceptance of","the offer, which shall not in any event","exceed one month after the general","meeting referred to in Article 126 or, in","cases where the approval of the general","meeting is not required, within one month","after the disclosure of the common draft","terms of merger referred to in Article 123.","Member States shall further ensure that the","merging companies are able to accept an","offer communicated electronically to an","address provided by those companies for","that purpose."],"old":["Member States shall ensure that each of the","merging companies makes an offer of","adequate cash compensation in the","common draft terms of the cross-border","merger, as specified in Article 122(1)(m),","to those members referred to in paragraph","1 of this Article who wish to exercise their","right to dispose of their shareholdings.","","Member States shall also establish the","period for the acceptance of the offer,","which shall not in any event exceed one","month after the general meeting referred to","in Article 126 or, in cases where the","approval of the general meeting is not","required, within two months after the","disclosure of the common draft terms of","merger referred to in Article 123. Member","States shall further ensure that the merging","companies are able to accept an offer","communicated electronically to an address","provided by those companies for that","purpose."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"639","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-428","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 \u2013 paragraph 2"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:27"},"new":["2. The competent authority shall","appoint an independent expert within ten","working days from the application referred","to in paragraph 1 and the receipt of the","draft terms and reports. The expert shall be","independent from the company carrying","out the cross-border conversion and may","be a natural or a legal person depending","upon the law of the departure Member","State. Member States shall take into","account, in assessing the independence of","the expert, the framework established in","Articles 22 and 22b of Directive","2006/43/EC."],"old":["2. The competent authority shall","appoint an independent expert within five","working days from the application referred","to in paragraph 1 and the receipt of the","draft terms and reports. The expert shall be","independent from the company carrying","out the cross-border conversion and may","be a natural or a legal person depending","upon the law of the departure Member","State. Member States shall take into","account, in assessing the independence of","the expert, the framework established in","Articles 22 and 22b of Directive","2006/43/EC."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"428","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-243","location":[[" Proposal for a directive","Recital 63"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:28"},"new":["(63) The Commission should carry out","an evaluation of this Directive. Pursuant to","paragraph 22 of the Interinstitutional","Agreement between the European","Parliament, the Council of the European","Union and the European Commission on","Better Law-Making of 13 April 201652 that","evaluation should be based on the five","criteria of efficiency, effectiveness,","relevance, coherence and value added and","should provide the basis for impact","assessments of possible further measures.","In its assessment, the Commission should","also take into account the level of","protection afforded to employees,","creditors and minority shareholders in the","implementation of this Directive.","_________________","52","OJ L123, 12.5. 2016, p. 1."],"old":["(63) The Commission should carry out","an evaluation of this Directive. Pursuant to","paragraph 22 of the Interinstitutional","Agreement between the European","Parliament, the Council of the European","Union and the European Commission on","Better Law-Making of 13 April 201652 that","evaluation should be based on the five","criteria of efficiency, effectiveness,","","","relevance, coherence and value added and","should provide the basis for impact","assessments of possible further measures.","_________________","52","OJ L123, 12.5. 2016, p. 1."],"orig_lang":"ro","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"243","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-640","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],[" Directive (EU) 2017/1132","Article 126a \u2013 paragraph 3"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:27"},"new":["3. Member States shall ensure that each of","the merging companies makes an offer of","adequate cash compensation in the","common draft terms of the cross-border","merger, as specified in Article 122(1)(m),","to those members referred to in paragraph","1 of this Article who wish to exercise their","right to dispose of their shareholdings.","Members shall express their intention to","make use of their exit right before the","general meeting or, in cases where the","approval of the general meeting is not","required, within one month after the","disclosure of the common draft terms of","merger referred to in Article 123. Member","States shall further ensure that the merging","companies are able to accept an offer","communicated electronically to an address","provided by those companies for that","purpose."],"old":["Member States shall ensure that each of the","merging companies makes an offer of","adequate cash compensation in the","common draft terms of the cross-border","merger, as specified in Article 122(1)(m),","to those members referred to in paragraph","1 of this Article who wish to exercise their","right to dispose of their shareholdings.","Member States shall also establish the","period for the acceptance of the offer,","which shall not in any event exceed one","month after the general meeting referred","to in Article 126 or, in cases where the","approval of the general meeting is not","required, within two months after the","disclosure of the common draft terms of","merger referred to in Article 123. Member","","States shall further ensure that the merging","companies are able to accept an offer","communicated electronically to an address","provided by those companies for that","purpose."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"640","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-429","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 3"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:27"},"new":["deleted","a description of all factual"],"old":["3. The expert shall draw up a written","report providing at least:","(a) a detailed assessment of the","accuracy of the reports and information","submitted by the company carrying out","the cross-border conversion;","(b)","elements necessary for the competent","authority, designated in accordance with","Article 86m(1), to carry out an in-depth","assessment to determine whether the","intended cross-border conversion","constitutes an artificial arrangement in","accordance with Article 86n, including at","a minimum the following: the","characteristics of the establishment in the","destination Member State, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and","their location, the habitual place of work","of the employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the converted company","in the destination Member State and the","departure Member State."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"429","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-244","location":[["Proposal for a directive","Recital 63"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:28"},"new":["(63) The Commission should carry out","an evaluation of this Directive. It should","examine its impact on the economy,","competitiveness and growth. Pursuant to","paragraph 22 of the Interinstitutional","Agreement between the European","Parliament, the Council of the European","Union and the European Commission on","Better Law-Making of 13 April 201652 that","evaluation should be based on the five","criteria of efficiency, effectiveness,","relevance, coherence and value added and","should provide the basis for impact","assessments of possible further measures.","_________________","52","OJ L123, 12.5. 2016, p. 1."],"old":["(63) The Commission should carry out","an evaluation of this Directive. Pursuant to","paragraph 22 of the Interinstitutional","Agreement between the European","Parliament, the Council of the European","Union and the European Commission on","Better Law-Making of 13 April 201652 that","evaluation should be based on the five","criteria of efficiency, effectiveness,","relevance, coherence and value added and","should provide the basis for impact","assessments of possible further measures.","_________________","52","OJ L123, 12.5. 2016, p. 1."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"244","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-430","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 3"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:27"},"new":["3. Where the competent authority","considers, based on reasonable grounds,","that the cross-border conversion could","represent an artificial arrangement as","referred in Article 86n, it shall draw up a","written report providing at least:"],"old":["3. The expert shall draw up a written","report providing at least:"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"430","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-641","location":[["Proposal for a directive","Article premier \u2013 paragraph 1 \u2013 point 13"],["Directive (EU) 2017/1132","Article 126a \u2013 paragraph 3"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:27"},"new":["Member States shall ensure that each of the","merging companies makes an offer of","adequate cash compensation in the","common draft terms of the cross-border","merger, as specified in Article 122(1)(m),","to those members referred to in paragraph","1 of this Article who wish to exercise their","right to dispose of their shareholdings.","Members shall express their intention of","invoking their exit right before the general","meeting or, in cases where the approval of","the general meeting is not required, within","one month after the disclosure of the","common draft terms of merger referred to","in Article 123. Member States shall further","ensure that the merging companies are able","to accept an offer communicated","electronically to an address provided by","those companies for that purpose."],"old":["Member States shall ensure that each of the","merging companies makes an offer of","adequate cash compensation in the","common draft terms of the cross-border","merger, as specified in Article 122(1)(m),","to those members referred to in paragraph","1 of this Article who wish to exercise their","right to dispose of their shareholdings.","Member States shall also establish the","period for the acceptance of the offer,","which shall not in any event exceed one","month after the general meeting referred","to in Article 126 or, in cases where the","approval of the general meeting is not","required, within two months after the","disclosure of the common draft terms of","merger referred to in Article 123. Member","States shall further ensure that the merging","companies are able to accept an offer","communicated electronically to an address","provided by those companies for that","purpose."],"orig_lang":"fr","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"641","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-431","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 3"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:27"},"new":["3. The expert shall draw up a written","report providing at least a detailed","assessment of the accuracy of the reports","and information submitted by the","company carrying out the cross-border","conversion"],"old":["3. The expert shall draw up a written","report providing at least:"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"431","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Evelyn Regner, Sergio Gaetano Cofferati, Jytte Guteland","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-245","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point -1 (new)"],[" Directive (EU) 2017/1132","Article 1 a (new):"]],"meps":[96998,96915,124991],"meta":{"created":"2019-07-03T06:52:28"},"new":["(-1) the following Article 1a (new) is","inserted:","Definitions","For the purposes of this Directive:","(1) 'limited liability company' in Title","II Chapter I and Chapter II referred to as","\"company\", means","(a) a company of a type listed in","Annex II;","(b) in Title II Chapter II a company","with share capital and having legal","personality, possessing separate assets","which alone serve to cover its debts and","that is subject, under the national law","governing it, to conditions concerning","guarantees such as are provided for by","Section 2 of Chapter II of Title I and","Section 1 of Chapter III of Title I for the","protection of the interests of members and","others;","(2) 'cross-border conversion' means","an operation whereby a company, without","being dissolved, wound up or going into","liquidation, converts the legal form under","which it is registered in a departure","Member State into a legal form of a","company of a destination Member State","and transfers at least its registered office","into the destination Member State whilst","retaining its legal personality;","(3) 'departure Member State' means a","Member State in which a company is","registered in its legal form prior to the","cross-border conversion;","(4) 'destination Member State' means","a Member State in which a company shall","be registered as a result of the cross-","border conversion;","(5) 'register' means the central,","commercial or companies register","referred to in Article 16(1);","(6) 'converted company' means the","newly formed company in the destination","Member State from the date upon which","the cross-border conversion takes effect;","(7) \u2018merger by acquisition\u2019 in Title II","Chapter I shall mean the operation","whereby one or more companies are","wound up without going into liquidation","and transfer to another all their assets","and liabilities in exchange for the issue to","the shareholders of the company or","companies being acquired of shares in the","acquiring company and a cash payment,","if any, not exceeding 10 % of the nominal","value of the shares so issued or, where","they have no nominal value, of their","accounting par value. A Member State's","laws may provide that merger by","acquisition may also be effected where","one or more of the companies being","acquired is in liquidation, provided that","this option is restricted to companies","which have not yet begun to distribute","their assets to their shareholders;","(8) \u2018merger by the formation of a new","company\u2019 in Title II Chapter I shall mean","the operation whereby several companies","are wound up without going into","liquidation and transfer to a company that","they set up all their assets and liabilities in","exchange for the issue to their","shareholders of shares in the new","company and a cash payment, if any, not","exceeding 10 % of the nominal value of","the shares so issued or, where they have","no nominal value, of their accounting par","value. A Member State's laws may provide","that merger by the formation of a new","company may also be effected where one","or more of the companies which are","ceasing to exist is in liquidation, provided","that this option is restricted to companies","which have not yet begun to distribute","their assets to their shareholders;","(9) \u2018merger\u2019 in Title II Chapter II","means an operation whereby:","(a) one or more companies, on being","dissolved without going into liquidation,","transfer all their assets and liabilities to","another existing company, the acquiring","company, in exchange for the issue to","their members of securities or shares","representing the capital of that other","company and, if applicable, a cash","payment not exceeding 10 % of the","nominal value, or, in the absence of a","nominal value, of the accounting par","value of those securities or shares; or","(b) two or more companies, on being","dissolved without going into liquidation,","transfer all their assets and liabilities to a","company that they form, the new","company, in exchange for the issue to","their members of securities or shares","representing the capital of that new","company and, if applicable, a cash","payment not exceeding 10 % of the","nominal value, or in the absence of a","nominal value, of the accounting par","value of those securities or shares; or","(c) a company, on being dissolved","without going into liquidation, transfers","all its assets and liabilities to the company","holding all the securities or shares","representing its capital;","(9) \"employees' representatives\"","means the employees' representatives","provided for by Union and national law","and/or practice;","(10) \"involvement of employees\"","means any mechanism, including","information, consultation and","participation, through which employees'","representatives may exercise an influence","on decisions to be taken within the","company;","(11) \"information\" means the","informing of the representative of the","employees and/or employees'","representatives by the competent organ of","the company on questions which concern","the company itself and any of its","subsidiaries or establishments situated in","another Member State or which exceed","the powers of the decision-making organs","in a single Member State at a time, in a","manner and with a content which allows","the employees' representatives to","undertake an in-depth assessment of the","possible impact and, where appropriate,","prepare consultations with the competent","organ of the company;","(12)","\"consultation\" means the establishment","of dialogue and exchange of views","between the body representative of the","employees and/or the employees'","representatives and the competent organ","of the company, at a time, in a manner","and with a content which allows the","employees' representatives, on the basis of","information provided, to express an","opinion on measures envisaged by the","competent organ which may be taken into","account in the decision-making process","within the company;","(13) \"participation\" means the","influence of the body representative of the","employees and/or the employees'","representatives in the affairs of a","company by way of: the right to elect or","appoint some of the members of the","company's supervisory or administrative","organ, or the right to recommend and/or","oppose the appointment of some or all of","the members of the company's supervisory","or administrative organ;","(14) \"artificial arrangement\" means a","company structure set up for abusive","purposes or, improperly or fraudulently","taking advantage of provisions of Union","and national law, such as through the","circumvention of legal and contractual","rights of employees, creditors', or minority","shareholders', avoidance of rules on","employee involvement, social security","payments or tax obligations normally due","on profits generated, through for example","through a fictitious establishment or a","company with delegated management not","carrying out any substantive economic","activity supported by staff, equipment,","assets and premises, in particular in the","case of a \u2018letterbox\u2019 or \u2018front\u2019 company;","(15) \"Delegated management\" means","management of a company delegated to","directors, officers or legal representatives","either hired from an independent third","party through a service contractor hired","through and monitored by an independent","party through a service contract."],"old":["","","","","",""],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"245","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-642","justification":" Members should be allowed to demand the calculation of the cash compensation within 15\n days of the acceptance of the offer. A too lengthy delay could jeopardise the entire operation\n while making it tough for the firm to anticipate how much liquidity is required. In addition, it\n would be useful the court be assisted by an independent expert to calculate the cash\n compensation in case of exit right\u2019s use to ensure a fair price to shareholders.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],[" Directive (EU) 2017/1132","Article 126a \u2013 paragraph 6"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:27"},"new":["6. Member States shall ensure that any","member who has accepted the offer of cash","compensation referred to in paragraph 3,","but who considers that the cash","compensation has not been adequately set,","is entitled to demand the recalculation of","the cash compensation offered before a","national court within 15 days of the","acceptance of the offer. The court shall be","assisted by an expert to recalculate the","cash compensation."],"old":["6. Member States shall ensure that any","member who has accepted the offer of cash","compensation referred to in paragraph 3,","but who considers that the cash","compensation has not been adequately set,","is entitled to demand the recalculation of","the cash compensation offered before a","national court within one month of the","acceptance of the offer."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"642","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-432","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 3"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:27"},"new":["3. Where there is reasonable doubt as","to the real reason for a cross-border","conversion, the competent authority shall","draw up a written report providing at least:"],"old":["3. The expert shall draw up a written","report providing at least:"],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"432","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-643","justification":"Creditors whose rights originate after the operation are only in relation with the company\nresulting from the operation and therefore should not have a right to seek safeguards before\nan administrative or judicial authority because the patrimony of the company is not affected\nby that past operation.","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],[" Directive (EU) 2017 / 1132","Article 126 b \u2013 paragraph 2"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:27"},"new":["2. Member States shall ensure that","creditors of the merging companies whose","claims originate before the cross-border","merger who are dissatisfied with the","protection of their interests as provided for","in the common draft terms of the cross-","border merger, as provided for in Article","122(1)(n), may apply to the appropriate","administrative or judicial authority for","adequate safeguards within one month of","the disclosure referred to in Article 123."],"old":["2. Member States shall ensure that","creditors of the merging companies who","are dissatisfied with the protection of their","interests as provided for in the common","draft terms of the cross-border merger, as","provided for in Article 122(1)(n), may","apply to the appropriate administrative or","judicial authority for adequate safeguards","","within one month of the disclosure referred","to in Article 123."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"643","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-246","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 1"],[" Directive (EU) 2017/1132","Article 24 \u2013 point (e)"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:28"},"new":["(e) the detailed list of data to be","transmitted for the purpose of exchange","information between registers, as referred","to in Articles 20, 34, 86o, 86p, 123, 127,","128, 130, 160j, 160q, 160r and 160s;"],"old":["(e) the detailed list of data to be","transmitted for the purpose of exchange","information between registers, as referred","to in Articles 20, 34, 86h, 86o, 86p, 86q,","123, 127, 128, 130, 160j, 160q, 160r and","160s;"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"246","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-433","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 3"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:27"},"new":["3. The two experts shall draw up a","written report within two months after","their appointment, providing at least:"],"old":["3. The expert shall draw up a written","report providing at least:"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"433","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-644","justification":"Keeping the original value of the claim as a reference could lead to disproportionate\ncreditors\u2019 claims. Indeed, the value of a claim changes as time goes by: it can diminish if\npartial payments are made, or it can increase or decrease with interest rate for example. It\nwould be more fair to use the actualised value of the claim as reference (the real value of the\nclaim at the date when the draft of the operation is made public).","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 13"],["Directive (EU) 2017/1132","Article 126b \u2013 paragraph 3 \u2013 point b"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:27"},"new":["(b) where creditors are offered a right","to payment, either against a third party","guarantor, or against the company resulting","from the merger of at least the actualised","value of their original claim, which may be","brought in the same jurisdiction as was","their original claim, and which is of a","credit quality at least commensurate with","the creditor\u2019s original claim immediately","after the completion of the merger."],"old":["(b) where creditors are offered a right","to payment, either against a third party","guarantor, or against the company resulting","from the merger of at least equivalent","value to their original claim, which may be","brought in the same jurisdiction as was","their original claim, and which is of a","credit quality at least commensurate with","the creditor\u2019s original claim immediately","after the completion of the merger."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"644","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-247","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 1"],[" Directive (EU) 2017/1132","Article 1 \u2013 paragraph 1 \u2013 point e a (new)"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:29"},"new":["(ea) cross-border conversions of","companies with liability limited to the","amount of the subscribed share capital","(This amendment applies throughout the","text. Adopting it will necessitate","corresponding changes throughout.)"],"orig_lang":"ro","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"247","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-434","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive 2017/1132","Article 86 g \u2013 paragraph 3 \u2013 point a"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:27"},"new":["deleted"],"old":["(a) a detailed assessment of the","accuracy of the reports and information","submitted by the company carrying out","the cross-border conversion;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"434","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Evelyn Regner, Sergio Gaetano Cofferati, Jytte Guteland","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-645","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 14 \u2013 point \u2013a (new)"],[" Directive (EU) 2017/1132","Article 127 \u2013 paragraph 1"]],"meps":[96998,96915,124991],"meta":{"created":"2019-07-03T06:52:27"},"new":["(-a) paragraph 1 is replaced by the","following:","1.Each Member State shall designate the","court, notary or other authority competent","to scrutinise the legality of the cross-","border merger as regards that part of the","procedure which concerns each merging","company subject to its national law and","the provisions of this Directive. Member","States shall ensure that the competent","authorities do not authorise the cross-","border merger where it determines, after","an examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement. This examination","shall be carried out by the competent","authorities in accordance with the","procedure in Article 86 g, mutatis","mutandis.","The companies carrying out the cross-","border merger shall demonstrate on the","basis of ascertainable objective factors,","the actual establishment and the pursuit","of genuine economic activity in the","destination Member State for an","indefinite period. The companies carrying","out the cross-border merger shall be","presumed to have an actual establishment","and to pursue genuine economic activity","in the destination Member State where it","can demonstrate that it has a fixed","establishment in that State, which has the","objective appearance of permanency, has","a management body and is materially","equipped to negotiate business with third","parties so that the latter do not have to","deal directly with the parent body, which","is abroad, but may transact business at","the place of business constituting the","establishment of the acquiring company."],"old":[""],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"645","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Sergio Gaetano Cofferati, Evelyn Regner, Jytte Guteland, Evelyne Gebhardt","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-248","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 1 a (new)"],["Directive (EU) 2017/1132","Article 1 a (new)"]],"meps":[96915,96998,124991,1913],"meta":{"created":"2019-07-03T06:52:29"},"new":["(1a) After Article 1, the following","Article 1a (new) is inserted:","Article 1a","Procedures for cross-border company","restructuring","The measures laid down in this Directive","shall constitute the only legally admissible","procedures for cross-border company","restructuring. Cross-border company","restructuring measures beyond those","defined in points (2) and (9) of Article 1b","(new) are not permitted."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"248","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-435","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 3 \u2013 point a"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:27"},"new":["deleted"],"old":["(a) a detailed assessment of the","accuracy of the reports and information","submitted by the company carrying out","the cross-border conversion;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"435","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Sergio Gaetano Cofferati, Jytte Guteland, Evelyne Gebhardt","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-646","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 14 \u2013 point a \u2013 introductory part"],["Directive (EU) 2017/1132","Article 127 \u2013 paragraph 1"]],"meps":[96915,124991,1913],"meta":{"created":"2019-07-03T06:52:28"},"new":["(a) paragraph 1 is replaced by the","following:","1. Each Member State shall designate the","court, notary or other authority competent","to scrutinise the legality of the cross-","border merger as regards that part of the","procedure which concerns each merging","company subject to its national law and","the provisions of this Directive.","Member States shall ensure that the","authority referred to in the first","subparagraph shall not authorise the","cross-border merger where it determines,","after an examination of the specific case","and having regard to all relevant facts","and circumstances, that it constitutes an","artificial arrangement. This examination","shall be carried out by the authority in","accordance with the procedures in Article","86g, Article 86m(7)(c) and Article 86n,","mutatis mutandis. The authorities of the","Member States of the merging companies","shall cooperate and exchange information","during this process.","The merging companies shall","demonstrate on the basis of ascertainable","objective factors, to have a fixed","establishment and to pursuit genuine and","substantial economic activity in the","destination Member State for an","indefinite period.","The merging companies shall not be","considered to have a fixed establishment","and to pursue genuine and substantial","economic activity in the destination","Member State unless they can","demonstrate that:","- they have a fixed establishment in the","destination Member State which has the","objective appearance of permanency and","performs substantial business activities,","conducts its business in relevant premises,","with a relevant number of employees","employed on a permanent basis, and has a","management body that is materially","equipped to negotiate business with third","parties; and","- the consolidated combined EBIDTA","generated by the operations of the","merging companies in the destination","Member State in the last two fiscal years","corresponds at least to 25% of the","combined consolidated EBIDTA","generated by the merging companies in","the European Union.","The head office of the company resulting","from the cross-border merger shall be","located in the destination Member State","within 5 months from the date on which","the cross-border merger takes effect","according to Article 129. In case this","condition has not been complied with, the","cross-border merger shall be declared null","and void. The authority referred to in the","first subparagraph of the destination","Member State shall verify that this","condition has been respected and shall","communicate the result of such","verification to the authorities of the","Member States of the merging companies."],"old":["(a) in paragraph, 1, the following","subparagraphs are added:",""],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"646","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Evelyn Regner, Sergio Gaetano Cofferati, Jytte Guteland","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-647","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 14 \u2013 point a"],[" Directive (EU) 2017/1132","Article 127 \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[96998,96915,124991],"meta":{"created":"2019-07-03T06:52:28"},"new":["Member States shall lay down detailed","rules for the online application referred to","in subparagraph 2. Article 86h paragraph","4 subparagraph 2 and Article 13f","paragraph 3 and 4 shall apply","accordingly."],"old":["However, in cases of genuine suspicion of","fraud based on reasonable grounds","Member States may require a physical","presence before a competent authority","where relevant information and","documents are required to be submitted.;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"647","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Evelyn Regner, Sergio Gaetano Cofferati, Jytte Guteland","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-436","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 3 \u2013 point a"]],"meps":[96998,96915,124991],"meta":{"created":"2019-07-03T06:52:27"},"new":["(a) a detailed assessment of the","accuracy of both the draft terms and the","reports as well as the information","submitted by the company carrying out the","cross-border conversion;"],"old":["(a) a detailed assessment of the","accuracy of the reports and information","submitted by the company carrying out the","cross-border conversion;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"436","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-249","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 1 a (new)"],["Directive (EU) 2017/1132","Article 1 a (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:29"},"new":["(1a) Within this directive the","management or administrative organ is","responsible for managing the company in","the interests of the company, that is,","taking account of the interests of the","members, its employees and other","stakeholders, with the objective of","sustainable creation of value."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"249","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Evelyn Regner, Sergio Gaetano Cofferati, Jytte Guteland","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-648","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 15 \u2013 point b"],["Directive (EU) 2017/1132","Article 128 \u2013 paragraph 3 \u2013 subparagraph 2"]],"meps":[96998,96915,124991],"meta":{"created":"2019-07-03T06:52:28"},"new":["Member States shall lay down detailed","rules for the online application referred to","in paragraph 1. Article 86h paragraph 4","subparagraph 2 and Article 13f","paragraph 3 and 4 shall apply","accordingly."],"old":["However, Member States may take","measures in cases of genuine suspicion of","fraud based on reasonable grounds which","could require a physical presence before a","competent authority of a Member State in","which the relevant information and","documents are required to be submitted."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"648","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-437","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 3 \u2013 point a"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:27"},"new":["(a) a detailed assessment of the","accuracy of both the draft terms and the","reports as well as the information","submitted by the company carrying out the","cross-border conversion"],"old":["(a) a detailed assessment of the","accuracy of the reports and information","submitted by the company carrying out the","cross-border conversion;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"437","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-649","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 18 \u2013 introductory part"],["Directive (EU) 2017/1132","Article 133"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:28"},"new":["(18) Article 133 is replaced by the","following:","1. The information, consultation and","participation of employees in the","converted company and their involvement","in the definition of such rights shall be","the object of an agreement between the","employees and the management and shall","be regulated by the Member States,","mutatis mutandis and subject to","paragraphs 2 to 5 of this Article, in","accordance with the principles and","procedures laid down in Article 12(2) and","(4) of Regulation (EC) No2157/2001 and","the following provisions of Directive","2001/86/EC:","(a) Article 3(1),(2)(a)(i), 2(b) and (3), the","first indent of the first subparagraph of","Article3(4), the second subparagraph of","Article 3(4), Article 3(5), the third","subparagraph of Article 3(6) and Article","3(7);","(b) Article 4(1),Article 4(2)(a),(b) (c)(g)","and (h), Article 4(3) and Article 4(4);","(c) Article 5;","(d) Article 6;","(e) Article 7(1);(f) Articles 8, 9, 10 and 12;","(g) the Annex, with the exclusion of","points (a) en (b) of Part 3, instead of","which the following will apply as a","minimum:","The employees of the Company, its","subsidiaries and establishments and/or","the representative body shall have the","right to elect and appoint a number of","members of the administrative or","supervisory body of the converted","company equal to two representatives in","companies up from 50 employees, one","third in companies having from 250","employees to 1000 employees and parity","in companies with more than 1000","employees.","2.The agreement reached shall provide","for at least the same level of employee","participation as operated in the company","prior to the conversion as well as at least","the level that would apply following the","rules in force concerning employee","participation, if any, in the destination","Member State. This level shall be","measured by reference to the proportion","of employee representatives amongst the","members of the administrative or","supervisory organ or their committees or","of the management group which covers","the profit units of the company, subject to","employee representation.","3. When regulating the principles and","procedures referred to in paragraph 1,","Member States shall ensure that the rules","on employee participation that applied","prior to the cross-border conversion","continue to apply until the date of","application of any subsequently agreed","rules or in the absence of agreed rules","until the application of default rules in","accordance with point (g) of paragraph 1.","4. When regulating the principles and","procedures referred to in paragraph 3,","Member States shall ensure that the rules","on employee participation that applied","prior to the cross-border conversion","continue to apply until the date of","application of any subsequently agreed","rules or in the absence of agreed rules","until the application of default rules in","accordance with point (g) of paragraph 1.","5. Where the company carrying out the","conversion is operating under an","employee participation system, that","company shall be obliged to take a legal","form allowing for the exercise of","participation rights.","7. Where the converted company is","operating under an employee","participation system, that company shall","be obliged to take measures to ensure that","employees' participation rights are","protected in the event of any subsequent","cross-border or domestic merger, division","or conversion for a period of three ten","years after the cross-border conversion","has taken effect, by applying mutatis","mutandis the rules laid down in","paragraphs 1 to 4.","8. A company shall communicate to its","employees the outcome of the negotiations","concerning employee participation","without undue delay."],"old":["(18) Article 133 is amended as follows:","",""],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"649","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Sergio Gaetano Cofferati, Jytte Guteland, Evelyne Gebhardt","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-250","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 1 b (new)"],[" Directive (EU) 2017/1132","Article 1 b (new)"]],"meps":[96915,124991,1913],"meta":{"created":"2019-07-03T06:52:29"},"new":["(1b) After Article 1a (new), the","following Article 1b (new) is inserted:","Article 1b","Definitions","For the purposes of this Directive","[...]","(15) 'head office' means the place where","key management and commercial","decisions that are necessary for the","conduct of the company\u2019s business as a","whole are in substance made."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"250","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-438","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 3 \u2013 point b"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:27"},"new":["deleted"],"old":["(b) a description of all factual","elements necessary for the competent","authority, designated in accordance with","Article 86m(1), to carry out an in-depth","assessment to determine whether the","intended cross-border conversion","constitutes an artificial arrangement in","accordance with Article 86n, including at","a minimum the following: the","characteristics of the establishment in the","destination Member State, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and","their location, the habitual place of work","of the employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the converted company","in the destination Member State and the","departure Member State."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"438","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-650","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 18 \u2013 point a a (new)"],[" Directive (EU) 2017/1132","Article 133"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:28"},"new":["(a a) New paragraph 1 has to be","introduced :","It is a fundamental principle and stated","aim of this Article to secure employees\u00b4","participation rights. Therefore, in the","company resulting from the cross border","restructuring, at least the same level of all","elements of employees\u00b4 participation","rights should continue ro apply.","Paragraph 2 is amended as follows :","However the rules in force concerning","employee participation in the member","state, where the company resulting from","the cross border merger has its registered","office, shall not apply, where at least one","of the merging companies has in the 6","months prior to the publication of the","draft terms of the cross border merger as","referred in Article 122 of this Directive an","average number of employees equivalent","to four fifths of the applicable threshold","laid down in the law of the relevant","Member State, which triggers the","participation of employees within the","meaning of Article 119 (3), or where the","national law of the destination Member","State does not.","Paragraph 3 point b is amended as","follows:","\u00b4Article4(1), Article 4(2)(a), (g) and (h),","Article 4(3) and Article 4(4);\u00b4","Paragraph 3 point c is amended as","follows:","\u00b4the first subparagraph of Article 7(1)\u00b4"],"old":["",""],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"650","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Sergio Gaetano Cofferati, Jytte Guteland, Evelyne Gebhardt","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-251","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 1 c (new) Directive (EU) 2017/1132"]],"meps":[96915,124991,1913],"meta":{"created":"2019-07-03T06:52:29"},"new":["(1c) After Article 1b (new), the","following Article 1c (new) is inserted:","Article 1c","Sanctions and judicial review","Member States shall provide for adequate","sanctions in the event of infringements of","this Directive. Those sanctions shall be","effective, proportionate and dissuasive","and shall include, inter alia, the","possibility to declare the relevant","conversion, merger or division null and","void.","Member States shall introduce into their","national legal systems such measures as","are necessary to enable all employees and","representatives of employees who consider","themselves wronged by failure to comply","with the obligations arising from this","Directive to pursue their claims by","judicial process."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"251","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-439","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 3 \u2013 point b"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:27"},"new":["deleted"],"old":["(b) a description of all factual","elements necessary for the competent","authority, designated in accordance with","Article 86m(1), to carry out an in-depth","assessment to determine whether the","intended cross-border conversion","constitutes an artificial arrangement in","accordance with Article 86n, including at","a minimum the following: the","characteristics of the establishment in the","destination Member State, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and","their location, the habitual place of work","of the employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the converted company","in the destination Member State and the","departure Member State."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"439","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Sergio Gaetano Cofferati, Evelyn Regner, Jytte Guteland, Evelyne Gebhardt","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-651","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 18 \u2013 point a a (new)"],["Directive (EU) 2017/1132","Article 133 \u2013 paragraph 3 \u2013 point (e)"]],"meps":[96915,96998,124991,1913],"meta":{"created":"2019-07-03T06:52:28"},"new":["(a a) Point (e) of paragraph 3 is","amended as follows:","(e) Article 7(1);"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"651","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-440","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 3 \u2013 point b"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:27"},"new":["(b) a description of all factual elements","necessary for the competent authority,","designated in accordance with Article","86m(1), to carry out an in-depth","assessment to determine whether the","intended cross-border conversion","constitutes an artificial arrangement in","accordance with Article 86n, including at a","minimum the following:","(i) the characteristics of the","establishment in the destination Member","State, including the intent, the sector, the","investment, the net turnover and profit or","loss,","(ii) the number of employees working","in the country of destination, the number","of employees working in another country","grouped according to the country of work,","the number of employees posted or sent in","the year prior to the conversion within the","meanings of Regulation (EC) No","883/2004 and Directive96/71/EC, the","number of employees working","simultaneously in more than one Member","State within the meaning of Regulation","(EC) No 883/2004,","(iii) the tax residence,","(iv) the assets and their location,","(v) the habitual place of work of the","employees and of specific groups of","employees,","(vi) the places where social","contributions are due;","(vii) the commercial risks assumed by","the converted company in the destination","Member State and the departure Member","State","(viii) the composition of the balance","sheet and of the financial statement in the","destination member state and in all","Member States in which the company","operates in the last two fiscal years."],"old":["(b) a description of all factual elements","necessary for the competent authority,","designated in accordance with Article","86m(1), to carry out an in-depth","assessment to determine whether the","intended cross-border conversion","constitutes an artificial arrangement in","accordance with Article 86n, including at a","minimum the following: the characteristics","of the establishment in the destination","Member State, including the intent, the","","sector, the investment, the net turnover and","profit or loss, number of employees, the","composition of the balance sheet, the tax","residence, the assets and their location, the","habitual place of work of the employees","and of specific groups of employees, the","place where social contributions are due","and the commercial risks assumed by the","converted company in the destination","Member State and the departure Member","State."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"440","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-252","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3 \u2013 introductory part"],["Directive (EU) 2017/1132","Article 86 (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:29"},"new":["(3) in Title II, the following Chapter -I","is inserted:","New In Title II of the directive before the","beginning of Chapter I in Title II the","following provision has to be introduced","as a new Art. 86a:","(1) to safeguard sustainable","stakeholder protection, cross-border","restructuring measures beyond Art. 86b","(2), Art. 119(2) and Art.160b (3) are not","allowed.","(2) as far as in the relevant company","subject to Title II a Company Works","Council according to Directive","2009/38/EC does not exist, the","management is obliged it the prerequisites","of Art. 1(2) Directive 2009/38/EC are","fulfilled to initiate negotiations according","to Art. 4 and Art. 5Directive 2009/38/EC.","The latter directive is applicable in these","cases."],"old":["(3) in Title II, the following Chapter -I","is inserted:",""],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"252","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-652","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 19"],["Directive (EU) 2017/1132","Article 133a \u2013 title"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:28"},"new":["Article 133a","Liability of independent experts and","members of management or","administrative organ"],"old":["Article 133a","Liability of independent experts"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"652","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-441","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 3 \u2013 point b"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:27"},"new":["(b) a description of all factual elements","necessary for the competent authority,","designated in accordance with Article","86m(1), to carry out an in-depth","assessment to determine whether the","intended cross-border conversion","constitutes an artificial arrangement in","accordance with Article 86n, including at a","minimum the following: the characteristics","of the establishment in the destination","Member State, including the intent, the","sector, the investment, the net turnover and","profit or loss, number of employees, the","composition of the balance sheet, the tax","residence, the assets and their location, 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the","composition of the balance sheet, the tax","residence, the assets and their location, the","habitual place of work of the employees","and of specific groups of employees, the","place where social contributions are due","and the commercial risks assumed by the","converted company in the destination","Member State and the departure Member","State."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"441","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-653","meps":[124884],"meta":{"created":"2019-07-03T06:52:28"},"new":["1. Member States shall lay down rules","governing the civil liability of the","independent experts responsible for","drawing up the report referred to in","Articles 125 and 126b(2)(a), including in","respect of misconduct on their part in the","performance of their duties.;"],"old":["Member States shall lay down rules","governing the civil liability of the","independent experts responsible for","drawing up the report referred to in","Articles 125 and 126b(2)(a), including in","respect of misconduct on their part in the","performance of their duties.;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"653","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-253","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 \u2013 paragraph 1"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:29"},"new":["1. This Chapter shall apply to the","conversion of a limited liability company","formed in accordance with the law of a","Member State and having its registered","office, central administration or principal","place of business within the Union into a","limited ability company governed by the","law of another Member State and listed in","Annex II of the Directive2017/1132 of 14","June 2017 relating to certain aspects of","company law."],"old":["1. This Chapter shall apply to the","conversion of a limited liability company","formed in accordance with the law of a","Member State and having its registered","office, central administration or principal","place of business within the Union into a","company governed by the law of another","Member State."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"253","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Sergio Gaetano Cofferati, Jytte Guteland, Evelyne Gebhardt","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-442","meps":[96915,124991,1913],"meta":{"created":"2019-07-03T06:52:27"},"new":["(b) a description of all factual elements","necessary for the competent authority,","designated in accordance with Article","86m(1), to carry out an in-depth","assessment to determine whether the","intended cross-border conversion","constitutes an artificial arrangement in","accordance with Article 86n, including at a","minimum the following: the characteristics","of the establishment in the destination","Member State, including the intent, the","sector, the investment, the net turnover and","profit or loss, number of employees, the tax","residence, the assets and their location, the","habitual place of work of the employees","and of specific groups of employees, the","place where social contributions are due","and the commercial risks assumed by the","converted company in the destination","Member State and the departure Member","State, the composition of the balance sheet","and of the financial statement in the","destination member state and in all","member States in which the company","operates in the last two fiscal years."],"old":["(b) a description of all factual elements","necessary for the competent authority,","designated in accordance with Article","86m(1), to carry out an in-depth","assessment to determine whether the","intended cross-border conversion","constitutes an artificial arrangement in","accordance with Article 86n, including at a","minimum the following: the characteristics","of the establishment in the destination","Member State, including the intent, the","sector, the investment, the net turnover and","profit or loss, number of employees, the","composition of the balance sheet, the tax","residence, the assets and their location, the","habitual place of work of the employees","and of specific groups of employees, the","place where social contributions are due","and the commercial risks assumed by the","converted company in the destination","Member State and the departure Member","State."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"442","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-654","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 19"],[" Directive (EU) 2017/1132","Article 133 \u2013 paragraph 2"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:28"},"new":["2. Member States shall lay down rules","governing the penal liability of members","of management or administrative organ of","company responsible for submitting a","false statement about the places of","business referred to in art. 86e par. 3."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"654","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-443","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 3 \u2013 point b"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:27"},"new":["(b) a description of all factual elements","necessary to carry out an in-depth","assessment to determine whether the","intended cross-border conversion","constitutes an artificial arrangement in","accordance with Article 86n, including the","following: the characteristics of the","establishment in the destination Member","State, including the intent, the sector, the","investment, the net turnover and profit or","loss, number of employees, the","composition of the balance sheet, the tax","residence, the assets and their location, the","habitual place of work of the employees","and of specific groups of employees, the","place where social contributions are due","and the possible commercial risks to be","assumed by the converted company in the","destination Member State and the departure","Member State."],"old":["(b) a description of all factual elements","necessary for the competent authority,","designated in accordance with Article","","86m(1), to carry out an in-depth","assessment to determine whether the","intended cross-border conversion","constitutes an artificial arrangement in","accordance with Article 86n, including at a","minimum the following: the characteristics","of the establishment in the destination","Member State, including the intent, the","sector, the investment, the net turnover and","profit or loss, number of employees, the","composition of the balance sheet, the tax","residence, the assets and their location, the","habitual place of work of the employees","and of specific groups of employees, the","place where social contributions are due","and the commercial risks assumed by the","converted company in the destination","Member State and the departure Member","State."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"443","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-254","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 a \u2013 paragraph 1"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:29"},"new":["1a. The Member State of destination","may require a company which is","transferring its registered office to its","territory to simultaneously relocate its","central administration, where this","requirement is laid down in national","legislation for undertakings established in","their territory."],"orig_lang":"fr","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"254","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-444","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 3 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:27"},"new":["3a. Whenever relevant, the","independent experts shall ask questions to","and receive information from the","competent authority of the destination","Member State. The competent authority","shall ensure communication between the","independent expert and other authorities","in that Member State responsible for any","of the areas touched upon by this","Directive."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"444","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-655","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 19"],[" Directive (EU) 2017/1132","Article 133"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:28"},"new":["3. A member of the management or","administrative body does not bear the","responsibility referred to in paragraph 2","of this article, when a change of places of","business activity results from economic","reasons that could not have been known","to the member of company's organ at the","time when the statement was submitted."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"655","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-255","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 a \u2013 paragraph 2"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:29"},"new":["2. Member States shall take the","necessary measures to establish a","harmonised procedure for cross-border","conversion referred to in paragraph 1.","(This amendment applies throughout the","text. Adopting it will necessitate","corresponding changes throughout.)"],"old":["2. Member States shall take the","necessary measures to establish a","procedure for cross-border conversion","referred to in paragraph 1."],"orig_lang":"ro","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"255","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-445","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 4"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:27"},"new":["deleted"],"old":["4. Member States shall ensure that","the independent expert shall be entitled to","obtain, from the company carrying out the","cross-border conversion, all relevant","information and documents and to carry","out all necessary investigations to verify","all elements of the draft terms or","management reports. 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Member States may decide not to","","apply this Chapter to cross-border","conversions involving a cooperative","society even in the case where the latter","would fall within the definition of a","\u2018limited liability company\u2019 as laid down in","Article 86a(1)."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"256","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-446","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 4"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:28"},"new":["4. 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The expert shall also be entitled to","receive comments and opinions from the","","representatives of the employees of the","company, or, where there are no such","representatives, from the employees","themselves and also from the creditors and","members of the company."],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"446","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Sergio Gaetano Cofferati, Evelyn Regner, Jytte Guteland, Evelyne Gebhardt","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-656","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 19 a (new)"],["Directive (EU) 2017/1132","Article 134a (new)"]],"meps":[96915,96998,124991,1913],"meta":{"created":"2019-07-03T06:52:29"},"new":["(19 a) After Article 133 the following","Article 134a (new) is inserted:","Article 134a","Collective agreements following the cross-","border merger, the company resulting","from the cross-border merger shall","continue to observe the terms and","conditions agreed in any collective","agreements on the same terms applicable","to the merging companies before the","cross-border merger, until the date of","termination or expiry of the collective","agreement or the entry into force or","application of another collective","agreement."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"656","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-447","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 4"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:28"},"new":["4. Member States shall ensure that the","competent authority shall be entitled to","obtain, from the company carrying out the","cross-border conversion, all relevant","information and documents and to carry","out all necessary investigations to verify all","elements of the draft terms or management","reports. The competent authority shall also","be entitled to receive comments and","opinions from the representatives of the","employees of the company, or, where there","are no such representatives, from the","employees themselves and also from the","creditors and members of the company."],"old":["4. Member States shall ensure that the","independent expert shall be entitled to","obtain, from the company carrying out the","cross-border conversion, all relevant","information and documents and to carry","out all necessary investigations to verify all","elements of the draft terms or management","reports. The expert shall also be entitled to","receive comments and opinions from the","representatives of the employees of the","company, or, where there are no such","representatives, from the employees","themselves and also from the creditors and","members of the company."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"447","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-257","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 b \u2013 paragraph 6 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:29"},"new":["(6a) \"information\" means the","transmission by the employer to the","employees and/or employees'","representatives at the relevant level, of","data which concern the company itself","and any of its subsidiaries or","establishments situated in another","Member State, in order to enable them to","acquaint themselves with the subject","matter and to examine it. 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Where appropriate,","the expert may submit a separate","document containing any such","confidential information to the competent","authority, designated in accordance with","Article 86m(1) and that separate","document shall only be made available to","the company carrying out the cross-","border conversion and not be disclosed to","any other party."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"448","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-258","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3 Directive (EU) 2017/1132"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:29"},"new":["(6a) new (7) \"employee participation\"","means the influence of the employees","and/or the employees representatives in","the affairs of a company by way of the","right to elect or appoint some of the","members of the company\u00b4s supervisory or","administrative organ."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"258","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-658","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160b \u2013 point 3 a (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:29"},"new":["(3 a) \"employee participation\" means","the influence of the employees and/or the","employees\u00b4 representatives in the affairs","of a company by way of the right to elect","or appoint some of the members of the","company\u00b4s supervisory or administrative","organ"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"658","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-449","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 5"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:28"},"new":["5. Member States shall ensure that","information submitted to the independent","expert can only be used for the purpose of","drafting their report."],"old":["5. Member States shall ensure that","information submitted to the independent","expert can only be used for the purpose of","drafting their report and that confidential","information, including business secrets,","shall not be disclosed. Where appropriate,","the expert may submit a separate","document containing any such","confidential information to the competent","authority, designated in accordance with","Article 86m(1) and that separate","document shall only be made available to","the company carrying out the cross-","border conversion and not be disclosed to","any other party."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"449","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-259","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 b \u2013 paragraph 6 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:29"},"new":["(6a) \"participation\" means the","influence of the employees and/or the","employees' representatives in the affairs","of a company by way of the right to elect","or appoint some of the members of the","company's supervisory or administrative","organ;"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"259","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-450","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 5"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:28"},"new":["5. Member States shall ensure that","information gathered by the competent","authority can only be used for the purpose","of drafting their report and that confidential","information, including business secrets,","shall not be disclosed. Where appropriate,","the competent authority may submit a","separate document containing any such","confidential information and that separate","document shall only be made available to","the company carrying out the cross-border","conversion and not be disclosed to any","other party."],"old":["5. Member States shall ensure that","information submitted to the independent","expert can only be used for the purpose of","drafting their report and that confidential","information, including business secrets,","shall not be disclosed. Where appropriate,","the expert may submit a separate document","containing any such confidential","information to the competent authority,","designated in accordance with Article","86m(1) and that separate document shall","only be made available to the company","carrying out the cross-border conversion","and not be disclosed to any other party."],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"450","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-659","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160b \u2013 point 3 b (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:29"},"new":["(3 b) \"participation\u201d means the","influence of the employees and/or the","employees' representatives in the affairs","of a company by way of the right to elect","or appoint some of the members of the","company's supervisory or administrative","organ;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"659","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-260","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 b \u2013 paragraph 6 b (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:30"},"new":["(6b) \"consultation\" means the","exchange of views and establishment of","dialogue between the employees and/or","the employees' representatives and the","employer, with the employee\u2019s opinion","being taken into account in the decision-","making process within the company. This","shall take place at a time, in a manner","and with a content which allows the","employees and representatives ,on the","basis of information provided, to express","an opinion on the measures envisaged. It","shall allow to meet with the Executive","management and obtain a reasoned and","exhaustive response before the final","decision is adopted;"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"260","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-451","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 5"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:28"},"new":["5. Member States shall ensure that","information submitted to the competent","authority can only be used for the purpose","of drafting their report and that confidential","information, including business secrets,","shall not be disclosed. Where appropriate,","the competent authority may produce a","separate document containing any such","confidential information and that separate","document shall only be made available to","the company carrying out the cross-border","conversion and not be disclosed to any","other party."],"old":["5. Member States shall ensure that","information submitted to the independent","expert can only be used for the purpose of","drafting their report and that confidential","information, including business secrets,","shall not be disclosed. Where appropriate,","the expert may submit a separate document","containing any such confidential","","","information to the competent authority,","designated in accordance with Article","86m(1) and that separate document shall","only be made available to the company","carrying out the cross-border conversion","and not be disclosed to any other party."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"451","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-660","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160b \u2013 point 3 c (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:29"},"new":["(3 c) \u201cconsultation\" means the","exchange of views and establishment of","dialogue between the employees and/or","the employees' representatives and the","employer, with the employee\u2019s opinion","being taken into account in the decision-","making process within the company. This","shall take place at a time, in a manner","and with a content which allows the","employees and representatives ,on the","basis of information provided, to express","an opinion on the measures envisaged. It","shall allow to meet with the Executive","management and obtain a reasoned and","exhaustive response before the final","decision is adopted;"],"old":[""],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"660","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-261","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 b \u2013 paragraph 6 d (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:30"},"new":["(6d) \"artificial arrangement\" means","any structure, transaction, scheme,","action, operation or agreement or a series","of these put in place to avoid or","circumvent companies\u2019 obligations, where","the company has an intention to avoid or","circumvent these obligations or where the","action is considered to lack genuine","economic substance, regardless of the","intentions of the company. This includes,","but is not limited to, obligations related to","legal or contractual rights of employees,","creditors or members, employees\u2019","participation or obligations related to","taxation or social security;"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"261","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-452","justification":"SMEs and micro-enterprises should not be excluded because there can be real and artificial\nstructures of holdings, or of branches which have a high grade of cross-border activities like\nconstruction and the transport sector to create special subsidies to circumvent the\nrequirement of the rules.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 6"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:28"},"new":["deleted"],"old":["6. Member States shall exempt","'micro' and 'small enterprises' as defined","in Commission Recommendation","2003/361/EC (**) from the provisions of","this Article."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"452","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-661","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160b \u2013 point 3 d (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:29"},"new":["(3 d) \u201cartificial arrangement\u201d means","any structure, transaction, scheme,","action, operation or agreement or a series","of these put in place to avoid or","circumvent companies\u2019 obligations, where","the company has an intention to avoid or","circumvent these obligations or where the","action is considered to lack genuine","economic substance, regardless of the","intentions of the company. This includes,","but is not limited to, obligations related to","legal or contractual rights of employees,","creditors or members, employees\u2019","participation or obligations related to","taxation or social security;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"661","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-262","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 b \u2013 paragraph 6 e (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:30"},"new":["(6e) \"economic substance\" means","factual criteria, which can be used to","define the taxable presence of an","undertaking, such as the existence of","human and physical resources specific to","the entity, its management autonomy, its","legal reality, the revenues it generates","and, where appropriate, the nature of its","assets;"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"262","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-453","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 6"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:28"},"new":["6. Member States may apply lower","independent expert fees for 'micro' and","'small enterprises' as defined in","Commission Recommendation","2003/361/EC (**)."],"old":["6. Member States shall exempt 'micro'","","and 'small enterprises' as defined in","Commission Recommendation","2003/361/EC (**) from the provisions of","this Article."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"453","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-662","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160b \u2013 point 3 e (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:29"},"new":["(3 e) 'economic substance' means","factual criteria, which can be used to","define the taxable presence of an","undertaking, such as the existence of","human and physical resources specific to","the entity, its management autonomy, its","legal reality, the revenues it generates","and, where appropriate, the nature of its","assets;"],"old":[""],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"662","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-263","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 b \u2013 paragraph 6 f (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:30"},"new":["(6f) \"head office\" means the place","where key management, and commercial","decisions are made that are necessary for","the conduct of the entity\u2019s business as a","whole;"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"263","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-454","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 g \u2013 paragraph 6 a (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:28"},"new":["6a. The procedure and the decision to","issue a pre-conversion certificate by the","competent authorities of the departure","state or any approval of the destination","Member State does not preclude any","others investigations, procedures or","decisions of other competent authorities","on their fields of competence;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"454","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-663","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160b \u2013 point 3 f (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:29"},"new":["(3 f) \u201chead office\" means the place","where key management, and commercial","decisions are made that are necessary for","the conduct of the entity\u2019s business as a","whole;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"663","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Luis de Grandes Pascual","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-264","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 c\u2013 paragraph 1"]],"meps":[28393],"meta":{"created":"2019-07-03T06:52:30"},"new":["1. Member States shall ensure that","where a company intends to carry out a","cross-border conversion, the relevant","court, notary or other competent authority","of the departure and destination Member","States verify that the cross-border","conversion complies with the conditions","laid down in paragraph 2."],"old":["1. Member States shall ensure that","where a company intends to carry out a","cross-border conversion, the departure and","destination Member States verify that the","cross-border conversion complies with the","conditions laid down in paragraph 2."],"orig_lang":"es","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"264","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-664","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160d \u2013 paragraph 2 \u2013 point a"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:29"},"new":["(a) proceedings have been instituted","for the winding-up, liquidation, insolvency","of that company or genuine suspicion of","social fraud or infringements of workers\u2019","rights"],"old":["(a) proceedings have been instituted","for the winding-up, liquidation, or","insolvency of that company;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"664","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Sergio Gaetano Cofferati, Jytte Guteland, Evelyne Gebhardt","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-455","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 h a (new)"]],"meps":[96915,124991,1913],"meta":{"created":"2019-07-03T06:52:28"},"new":["After Article 86h the following Article","86ha (new) is inserted:","Article 86h","Approval by the employees","After taking note of the reports referred to","in Articles 86e, 86f and 86g, the","representatives of the employees of the","company carrying out the cross-border","conversion or, if there are no","representatives, the employees themselves,","shall decide, by simple majority, whether","to approve the draft terms of the cross-","border conversion. In case the","representatives of the employees or, where","applicable, the employees themselves,","reject the draft terms, the general meeting","of the company shall not proceed to vote","on the resolution referred to in Article","86i."],"old":[""],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"455","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-665","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160d \u2013 paragraph 2 \u2013 point b"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:29"},"new":["deleted"],"old":["(b) the company is subject to","preventive restructuring proceedings","initiated because of the likelihood of","insolvency;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"665","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-265","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 1"]],"meps":[23704],"meta":{"created":"2019-07-03T06:52:30"},"new":["1. Member States shall ensure that","where a company intends to carry out a","cross-border conversion, the court, notary","or other authority competent of the","departure and destination Member States","verify that the cross-border conversion","complies with the conditions laid down in","paragraph 2."],"old":["1. Member States shall ensure that","where a company intends to carry out a","cross-border conversion, the departure and","destination Member States verify that the","cross-border conversion complies with the","conditions laid down in paragraph 2."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"265","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-456","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 h \u2013 paragraph 1 \u2013 point b"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:28"},"new":["(b) the independent expert report and","information submitted by the company","carrying out the cross-border conversion","referred to in Article 86g (a), where","applicable, and a statement authorising","the company to submit 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Member States shall ensure that the","approval of or any amendment to the draft","terms of the cross-border conversion","requires a majority of not less than two","thirds but not more than 90 % of the votes","attached either to the shares or to the","subscribed capital represented. In any","event the voting threshold shall not be","higher than that provided for in national","law for the approval of cross-border","mergers."],"old":["3. Member States shall ensure that the","approval of any amendment to the draft","terms of the cross-border conversion","requires a majority of not less than two","thirds but not more than 90 % of the votes","attached either to the shares or to the","subscribed capital represented. In any","event the voting threshold shall not be","higher than that provided for in national","law for the approval of cross-border","mergers."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"466","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-276","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 2 \u2013 point e c (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:30"},"new":["(ec) the company is under","investigation, is being prosecuted or has","been convicted in the last 3 years for","causing environmental damage;"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"276","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss, Francis Zammit Dimech","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-673","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160d \u2013 paragraph 3"]],"meps":[28393,96761,188906],"meta":{"created":"2019-07-03T06:52:30"},"new":["deleted"],"old":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise","the division when it determines, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or members."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"673","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-467","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 i \u2013 paragraph 4"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:29"},"new":["4. The general meeting shall also","decide on any amendments to the","instruments of constitution of the company","carrying out the conversion."],"old":["4. The general meeting shall also","decide whether the cross-border","conversion would necessitate amendments","to the instruments of constitution of the","company carrying out the conversion."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"467","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-277","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 2 \u2013 point e d (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:30"},"new":["(ed) the company is under","investigation, is being prosecuted or has","been convicted in the last 3 years for","violations of fundamental or human","rights;"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"277","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-674","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160d \u2013 paragraph 3"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:30"},"new":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise the","division when it determines, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement , that should be","understood as an arrangement or a series","of arrangements which have been put into","place for the main purpose or one of the","main purposes of obtaining a tax","advantage that defeats the object or","purpose of the applicable tax law or at","prejudicing the legal or contractual rights","of employees, creditors or members."],"old":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise the","division when it determines, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or members."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"674","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-468","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 j \u2013 paragraph 1"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:29"},"new":["1. Member States may provide that","the following members of a company","carrying out cross-border conversion have","the right to dispose of their shareholdings","under the conditions laid down in","paragraphs 2 to 6:"],"old":["1. Member States shall ensure that","the following members of a company","carrying cross-border conversion have the","right to dispose of their shareholdings","under the conditions laid down in","paragraphs 2 to 6:"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"468","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-278","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 2 a (new)"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:31"},"new":["2a. A company subject to preventive","restructuring proceedings initiated","because of the likelihood of insolvency","shall be subject to a scrutiny by the","competent authorities of the Member","States as to whether its conversion or","division themselves might serve the","purpose of restructuring and avoiding","insolvency. Following the scrutiny, the","competent authorities of the Member","States shall make an autonomous decision","whether the company in question is","entitled to carry out a cross border","conversion or not."],"old":["",""],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"278","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Luis de Grandes Pascual, Francis Zammit Dimech, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-279","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 3"]],"meps":[28393,188906,96761],"meta":{"created":"2019-07-03T06:52:31"},"new":["deleted"],"old":["3. Member States shall ensure that","the competent authority of the departure","Member State shall not authorise the","cross-border conversion where it","determines, after an examination of the","specific case and having regard to all","relevant facts and circumstances, that it","constitutes an artificial arrangement","aimed at obtaining undue tax advantages","or at unduly prejudicing the legal or","contractual rights of employees, creditors","or minority members."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"279","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-675","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160d \u2013 paragraph 3"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:30"},"new":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise the","division when it determines, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement or has a strong","suspicion that it constitutes such an","arrangement."],"old":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise the","division when it determines, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or members."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"675","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-469","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 j \u2013 paragraph 1 \u2013 point a"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:29"},"new":["(a) the members holding shares with","voting rights and who voted against or","who did not attend the general meeting","but expressed their intention before the","meeting to vote against the approval of the","draft terms of the cross-border conversion;"],"old":["(a) the members holding shares with","voting rights and who did not vote for the","approval of the draft terms of the cross-","border conversion;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"469","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Sergio Gaetano Cofferati, Jytte Guteland, Evelyne Gebhardt","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-280","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive 2017/1132","Article 86 c \u2013 paragraph 3"]],"meps":[96915,124991,1913],"meta":{"created":"2019-07-03T06:52:31"},"new":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement.","The company carrying out the cross-","border conversion shall demonstrate on","the basis of ascertainable objective","factors, to have a fixed establishment and","to pursuit genuine and substantial","economic activity in the destination","Member State for an indefinite period.","The company carrying out the cross-","border conversion shall not be considered","to have a fixed establishment and to","pursue genuine and substantial economic","activity in the destination Member State","unless it can demonstrate that:","\u2013 the company has a fixed","establishment in the destination Member","State which has the objective appearance","of permanency and performs substantial","business activities, conducts its business","in relevant premises, with a relevant","number of employees employed on a","permanent basis, and has a management","body that is materially equipped to","negotiate business with third parties; and","\u2013 the consolidated EBIDTA","generated by the operations of the","company in the destination Member State","in the last two fiscal years corresponds at","least to 25% of the consolidated EBIDTA","generated by the company in the","European Union.","The head office of the converted company","shall be located in the destination","Member State within 5 months from the","date on which the cross-border conversion","takes effect according to Article 86r. In","case this condition has not been complied","with, the cross-border conversion shall be","declared null and void. The competent","authority of the destination Member State","shall verify that this condition has been","respected and shall communicate the","result of such verification to the","competent authority of the departure","Member State."],"old":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or minority","members.",""],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"280","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-470","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 j \u2013 paragraph 1 \u2013 point a"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:29"},"new":["(a) the members holding shares with","voting rights who at the general meeting","voted against the approval of the draft","terms of the cross-border conversion and","voiced their intent to make use of the exit","right;"],"old":["(a) the members holding shares with","voting rights and who did not vote for the","approval of the draft terms of the cross-","border conversion;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"470","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Emil Radev","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-676","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"]],"meps":[124850],"meta":{"created":"2019-07-03T06:52:30"},"new":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise the","division when it determines, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at tax abuses","or abuses in respect of the legal or","contractual rights of employees, creditors","or members."],"old":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise the","division when it determines, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or members."],"orig_lang":"bg","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"676","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-471","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 j \u2013 paragraph 1 \u2013 point a"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:29"},"new":["(a) the members holding shares with","voting rights and who voted against the","approval of the draft terms of the cross-","border conversion;"],"old":["(a) the members holding shares with","voting rights and who did not vote for the","approval of the draft terms of the cross-","border conversion;"],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"471","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-281","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 3"]],"meps":[23704],"meta":{"created":"2019-07-03T06:52:31"},"new":["3. Companies carrying out the cross-","border conversion shall prove to have a","real establishment and to pursue genuine","and substantial economic activities in the","destination Member State according to the","following criteria which needs to be met","in an ongoing way:","(a) The EBITDA generated by the","operations of the company in the","destination Member State in the last two","fiscal years corresponds at least to 25 %","EBITDA generated by the company in the","European Union;","(b) The company shall have a fixed","establishment performing substantial","business activities with material premises,","a relevant number of permanent employed","workers, and a management body that is","materially equipped to negotiate business","with third parties;","(c) The head office of the converted","company shall be located of the","destination Member State within 5 months","from the date on which the cross-border","conversion takes effect according to","Article 86r;"],"old":["3. Member States shall ensure that","the competent authority of the departure","Member State shall not authorise the","cross-border conversion where it","determines, after an examination of the","specific case and having regard to all","relevant facts and circumstances, that it","constitutes an artificial arrangement","aimed at obtaining undue tax advantages","or at unduly prejudicing the legal or","contractual rights of employees, creditors","or minority members.",""],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"281","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-677","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160d \u2013 paragraph 3"]],"meps":[23704],"meta":{"created":"2019-07-03T06:52:30"},"new":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise the","division when it determines, after an","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","tax advantages or at unduly prejudicing the","legal or contractual rights of employees,","creditors or members."],"old":["3. The Member State of the company","being divided shall ensure that the","competent authority shall not authorise the","division when it determines, after an","","examination of the specific case and","having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or members."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"677","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-472","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 j \u2013 paragraph 1\u2013 point b"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:29"},"new":["(b) the members holding shares","without voting rights, who voiced their","intent to make use of the exit right at the","general meeting."],"old":["(b) the members holding shares","without voting rights."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"472","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-282","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 3"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:31"},"new":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement, that should be","understood as a non-genuine","arrangement or a series of arrangements","which have been put into place for the","main purpose or one of the main purposes","of obtaining a tax advantage that defeats","the object or purpose of the applicable tax","law prejudicing the legal or contractual","rights of employees, creditors or minority","members."],"old":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or minority","members."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"282","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-678","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160d \u2013 paragraph 3 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:30"},"new":["3 a. The company carrying out the","cross-border division shall provide","substantive information to demonstrate it","has an actual establishment and pursues","genuine and substantial economic activity","in the destination Member State. To this","end, at least the following conditions have","to be met:","a) The EBIDTA generated by the","operations of the Company in the","destination Member State in the last two","fiscal years corresponds at least to","25%EBITDA generated by the Company","in the European Union;","b) The company shall have a fixed","establishment performing substantial","business activities with material premises,","a relevant number of workers employed","on permanent basis, and a management","body that is materially equipped to","negotiate business with third parties."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"678","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Angelika Niebler","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-473","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 j \u2013 paragraph 3"]],"meta":{"created":"2019-07-03T06:52:29"},"new":["Member States shall ensure that a company","carrying out a cross-border conversion","makes an offer of adequate compensation","in the draft terms of the cross-border","conversion as specified in the Article","86d(1)(i) to the members, referred to in","paragraph 1 of this Article, who wish to","exercise their right to dispose of their","shareholdings. Member States shall also","establish the period for the acceptance of","the offer which shall not in any event","exceed one month after the general","meeting referred to in Article 86i. Member","States shall further ensure that the","company is able to receive a valid offer for","information purposes that is","communicated electronically to an address","provided by the company. National law on","the form and validity of contracts for the","sale and transfer of shares in","undertakings shall remain unaffected."],"old":["Member States shall ensure that a company","carrying out a cross-border conversion","makes an offer of adequate compensation","in the draft terms of the cross-border","conversion as specified in the Article","86d(1)(i) to the members, referred to in","paragraph 1 of this Article, who wish to","exercise their right to dispose of their","shareholdings. Member States shall also","establish the period for the acceptance of","the offer which shall not in any event","exceed one month after the general","meeting referred to in Article 86i. Member","States shall further ensure that the","company is able to accept an offer","communicated electronically to an address","","provided by the company for that purpose."],"orig_lang":"de","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"473","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-679","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160d \u2013 paragraph 3 a (new)"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:30"},"new":["3 a. For the purposes of paragraph 3,","an arrangement or a series thereof shall","be regarded as non-genuine to the extent","that they are not put into place for valid","commercial reasons which reflect","economic reality."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"679","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-283","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:31"},"new":["3. With due regard and respect for","subsidiarity and Member States","competences regarding tax and","employment laws, Member States shall","aim to prevent artificial arrangements","aimed at unduly prejudicing the legal or","contractual rights of employees, creditors","or minority members."],"old":["3. Member States shall ensure that","the competent authority of the departure","Member State shall not authorise the","cross-border conversion where it","determines, after an examination of the","specific case and having regard to all","relevant facts and circumstances, that it","constitutes an artificial arrangement","aimed at obtaining undue tax advantages","or at unduly prejudicing the legal or","contractual rights of employees, creditors","or minority members."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"283","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-474","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 j \u2013 paragraph 3"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:29"},"new":["Member States shall ensure that a company","carrying out a cross-border conversion","makes an offer of adequate compensation","in the draft terms of the cross-border","conversion as specified in the Article","86d(1)(i) to the members, referred to in","paragraph 1 of this Article, who wish to","exercise their right to dispose of their","shareholdings. Without prejudice to the","exercise of the exit right, members shall","communicate their intention to make use","of it before the general meeting. Member","States shall also establish the period for the","acceptance of the offer, which shall not in","any event exceed one month after the","general meeting referred to in Article 86i.","Member States shall further ensure that the","company is able to accept an offer","communicated electronically to an address","provided by the company for that purpose."],"old":["Member States shall ensure that a company","carrying out a cross-border conversion","makes an offer of adequate compensation","in the draft terms of the cross-border","conversion as specified in the Article","86d(1)(i) to the members, referred to in","paragraph 1 of this Article, who wish to","exercise their right to dispose of their","shareholdings. Member States shall also","establish the period for the acceptance of","the offer, which shall not in any event","exceed one month after the general","meeting referred to in Article 86i. Member","States shall further ensure that the","company is able to accept an offer","communicated electronically to an address","provided by the company for that purpose."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"474","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-680","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160d \u2013 paragraph 4 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:30"},"new":["4 a. This Directive is without prejudice","of the enforcement of tax rules in national","law, including the possibility for the","Member State of origin to impose a tax on","hidden reserves of the dividing company","before the division takes effect, in","accordance with the jurisprudence of the","European Court of Justice."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"680","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-284","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 3"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:31"},"new":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement or has a strong","suspicion that it constitutes such an","arrangement."],"old":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or minority","members."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"284","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Evelyn Regner, Sergio Gaetano Cofferati, Jytte Guteland","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-475","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"]],"meps":[96998,96915,124991],"meta":{"created":"2019-07-03T06:52:29"},"new":["Member States shall ensure that a company","carrying out a cross-border conversion","makes an offer of adequate compensation","in the draft terms of the cross-border","conversion as specified in the Article","86d(1)(i) to the members, referred to in","paragraph 1 of this Article, who wish to","exercise their right to dispose of their","shareholdings. Member States shall also","establish the period for the acceptance of","the offer, which shall not in any event","exceed one month after the general","meeting referred to in Article 86i."],"old":["Member States shall ensure that a company","carrying out a cross-border conversion","makes an offer of adequate compensation","in the draft terms of the cross-border","conversion as specified in the Article","86d(1)(i) to the members, referred to in","paragraph 1 of this Article, who wish to","exercise their right to dispose of their","shareholdings. Member States shall also","establish the period for the acceptance of","the offer, which shall not in any event","exceed one month after the general","meeting referred to in Article 86i. Member","States shall further ensure that the","company is able to accept an offer","communicated electronically to an","address provided by the company for that","purpose."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"475","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-681","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160d \u2013 paragraph 4 b (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:30"},"new":["4 b. Member States may tax unrealised","capital gains at the time of the cross-","border division of a company. The","company may then choose between","immediate payment of the amount of tax","and a deferred payment of the amount of","tax, together with interest in accordance","with the applicable national legislation. If","the company opts for the latter, the","Member State of origin may request the","provision of a bank guarantee."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"681","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Emil Radev","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-285","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 3"]],"meps":[124850],"meta":{"created":"2019-07-03T06:52:31"},"new":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at tax abuses","or abuses in respect of the legal or","contractual rights of employees, creditors","or minority members."],"old":["3. Member States shall ensure that the","competent authority of the departure","Member State shall not authorise the cross-","border conversion where it determines,","after an examination of the specific case","and having regard to all relevant facts and","circumstances, that it constitutes an","artificial arrangement aimed at obtaining","undue tax advantages or at unduly","prejudicing the legal or contractual rights","of employees, creditors or minority","members."],"orig_lang":"bg","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"285","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Emil Radev","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-682","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"]],"meps":[124850],"meta":{"created":"2019-07-03T06:52:30"},"new":["deleted"],"old":["(d) the proposed timetable for the","cross-border division;"],"orig_lang":"bg","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"682","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-476","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 j \u2013 paragraph 3"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:29"},"new":["Member States shall ensure that a company","carrying out a cross-border conversion","makes an offer of adequate compensation","in the draft terms of the cross-border","conversion as specified in the Article","86d(1)(i) to the members, referred to in","paragraph 1 of this Article, who wish to","exercise their right to dispose of their","shareholdings. Members shall express","their intention to avail themselves of their","exit right before the general meeting.","Member States shall further ensure that the","company is able to accept an offer","communicated electronically to an address","provided by the company for that purpose."],"old":["Member States shall ensure that a company","carrying out a cross-border conversion","makes an offer of adequate compensation","in the draft terms of the cross-border","conversion as specified in the Article","86d(1)(i) to the members, referred to in","paragraph 1 of this Article, who wish to","exercise their right to dispose of their","shareholdings. Member States shall also","establish the period for the acceptance of","the offer, which shall not in any event","","exceed one month after the general","meeting referred to in Article 86i. Member","States shall further ensure that the","company is able to accept an offer","communicated electronically to an address","provided by the company for that purpose."],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"476","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-286","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 3 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:31"},"new":["3a. The company carrying out the","cross-border conversion shall provide","substantive information to demonstrate it","has an actual establishment and pursues","genuine and substantial economic activity","in the destination Member State. To this","end, at least the following conditions have","to be met:","(a) The EBIDTA generated by the","operations of the Company in the","destination member State in the last two","fiscal years corresponds at least to","25%EBITDA generated by the Company","in the European Union;","(b) The company shall have a fixed","establishment performing substantial","business activities with material premises,","a relevant number of workers employed","on permanent basis, and a management","body that is materially equipped to","negotiate business with third parties.","In any case, the head office of the","converted Company shall be relocated to","the destination Member state within 5","months from the date on which the cross-","border conversion takes effect, according","to article86r"],"old":[""],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"286","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-477","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 j \u2013 paragraph 5"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:30"},"new":["5. Member States shall provide that","any member who has accepted the offer of","cash compensation referred to in paragraph","3, but who considers that the compensation","has not been adequately set, is entitled to","demand the recalculation of the cash","compensation offered before a national","court within 15 days of the acceptance of","the offer."],"old":["5. Member States shall provide that","any member who has accepted the offer of","cash compensation referred to in paragraph","3, but who considers that the compensation","has not been adequately set, is entitled to","demand the recalculation of the cash","compensation offered before a national","court within one month of the acceptance","of the offer."],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"477","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-287","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 3 a (new)"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:31"},"new":["3a. For the purpose of paragraph 3,","an arrangement or a series thereof shall","be regarded as non-genuine to the extent","that they are not put into place for valid","commercial reasons which reflect","economic reality."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"287","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-683","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160e \u2013 paragraph 1 \u2013 point d a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:30"},"new":["(d a) detailed information on the head","office;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"683","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-478","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 j \u2013 paragraph 5"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:30"},"new":["5. Member States shall provide that","any member who has accepted the offer of","cash compensation referred to in paragraph","3 but who considers that the compensation","has not been adequately set, is entitled to","demand the recalculation of the cash","compensation offered before a national","court within 15 days of the acceptance of","the offer."],"old":["5. Member States shall provide that","any member who has accepted the offer of","cash compensation referred to in paragraph","3 but who considers that the compensation","","has not been adequately set, is entitled to","demand the recalculation of the cash","compensation offered before a national","court within one month of the acceptance","of the offer."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"478","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-288","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:31"},"new":["4a. This Directive is without prejudice","to the enforcement of tax rules in national","law, including the possibility for the","departure Member States to impose a tax","on hidden reserves of the converting","company before the conversion takes","effect, in accordance with the","jurisprudence of the European Court of","Justice."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"288","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-684","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160e \u2013 paragraph 1 \u2013 point d b (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:31"},"new":["(d b) The reasons for the division;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"684","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-479","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 k \u2013 paragraph 2"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:30"},"new":["2. Member States shall ensure that","creditors who are dissatisfied with the","protection of their interests provided for in","the draft terms of the cross-border","conversion, as provided for in Article","86d(f), and who have lodged their","objection before the cross-border","conversion may apply to the appropriate","administrative or judicial authority for","adequate safeguards within one month of","the disclosure referred to in Article 86h."],"old":["2. Member States shall ensure that","creditors who are dissatisfied with the","protection of their interests provided for in","the draft terms of the cross-border","conversion, as provided for in Article","86d(f), may apply to the appropriate","administrative or judicial authority for","adequate safeguards within one month of","the disclosure referred to in Article 86h."],"orig_lang":"fr","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"479","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-289","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 c \u2013 paragraph 4 b (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:31"},"new":["4b. Departure Member States may tax","unrealised capital gains at the time of the","cross-border conversion of a company.","The company may then choose between","immediate payment of the amount of tax","and a deferred payment of the amount of","tax, together with interest in accordance","with the applicable national legislation. If","the company opts for the latter, the","departure Member State may request the","provision of a bank guarantee."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"289","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-685","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160e \u2013 paragraph 1 \u2013 point e"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:31"},"new":["(e) the likely repercussions of the","cross-border division on employment ,","wage development and company level","social dialogue including board level","representation of employee","representatives;"],"old":["(e) the likely repercussions of the","cross-border division on employment;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"685","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-480","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 k \u2013 paragraph 2"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:30"},"new":["2. Member States shall ensure that","creditors, whose rights predate the cross-","border conversion the draft terms , and","who are dissatisfied with the protection of","their interests provided for in the draft","terms of the cross-border conversion, as","provided for in Article 86d(f), may apply","to the appropriate administrative or judicial","authority for adequate safeguards within","one month of the disclosure referred to in","Article 86h."],"old":["2. Member States shall ensure that","creditors who are dissatisfied with the","protection of their interests provided for in","the draft terms of the cross-border","conversion, as provided for in Article","","86d(f), may apply to the appropriate","administrative or judicial authority for","adequate safeguards within one month of","the disclosure referred to in Article 86h."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"480","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Evelyn Regner, Sergio Gaetano Cofferati, Jytte Guteland","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-290","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1\u2013 introductory part"]],"meps":[96998,96915,124991],"meta":{"created":"2019-07-03T06:52:31"},"new":["1. The management or administrative","organ, including employee board level","representatives, of the company which","intends to carry out a cross-border","conversion shall draw up the draft terms of","a cross-border conversion. The draft terms","of a cross-border conversion shall include","at least the following:"],"old":["1. The management or administrative","organ of the company which intends to","carry out a cross-border conversion shall","draw up the draft terms of a cross-border","conversion. The draft terms of a cross-","border conversion shall include at least the","following:"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"290","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-481","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 k \u2013 paragraph 3 \u2013 point b"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:30"},"new":["(b) where creditors are offered a right","to payment, either against a third party","guarantor, or against the company resulting","from the cross-border conversion of at least","the actual value of their original claim,","which may be brought in the same","jurisdiction as their original claim, and","which is of a credit quality at least","commensurate with the creditor's original","claim."],"old":["(b) where creditors are offered a right","to payment, either against a third party","guarantor, or against the company resulting","from the cross-border conversion of at least","equivalent value to their original claim,","which may be brought in the same","jurisdiction as their original claim, and","which is of a credit quality at least","commensurate with the creditor's original","claim immediately after the completion of","the conversion."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"481","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-291","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 1 \u2013 paragraph 1 \u2013 point 3"]],"meps":[23704],"meta":{"created":"2019-07-03T06:52:31"},"new":["1. The management or administrative","organ of the company, including employee","board level representatives, which intends","to carry out a cross-border conversion shall","draw up the draft terms of a cross-border","conversion. The draft terms of a cross-","border conversion shall include at least the","following:"],"old":["1. The management or administrative","organ of the company which intends to","carry out a cross-border conversion shall","draw up the draft terms of a cross-border","conversion. The draft terms of a cross-","border conversion shall include at least the","following:"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"291","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Emil Radev","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-686","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"]],"meps":[124850],"meta":{"created":"2019-07-03T06:52:31"},"new":["(q) details of the offer of cash","compensation for the members in","accordance with Article 160l;"],"old":["(q) details of the offer of cash","compensation for the members opposing","the cross-border division in accordance","with Article 160l;"],"orig_lang":"bg","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"686","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-482","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 l \u2013 title"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:30"},"new":["Article 86l:","Employee information, consultation and","participation","(This amendment applies throughout the","text. Adopting it will necessitate","corresponding changes throughout.)"],"old":["Article 86l:","Employee participation","",""],"orig_lang":"ro","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"482","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-292","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3 Directive (EU) 2017/1132"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:31"},"new":["(a) the legal form, name and the place","of registered office of the company in the","departure Member State;"],"old":["(a) the legal form, name and registered","office of the company in the departure","Member State;"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"292","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Sergio Gaetano Cofferati, Evelyn Regner, Jytte Guteland, Evelyne Gebhardt","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-483","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 l a (new)"]],"meps":[96915,96998,124991,1913],"meta":{"created":"2019-07-03T06:52:30"},"new":["After Article 86l the following Article 86la","(new) is inserted:","Article 86la","Collective agreements","Following the cross-border conversion,","the company carrying out the cross-","border conversion shall continue to","observe the terms and conditions agreed","in any collective agreements on the same","terms applicable to the company before","the conversion under such agreements,","until the date of termination or expiry of","the collective agreement or the entry into","force or application of another collective","agreement."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"483","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-687","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160e \u2013 paragraph 1 \u2013 point r a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:31"},"new":["(r a) (r a) the name of the ultimate","undertakings and, where applicable, the","list of all its subsidiaries, a brief","description of the nature of their activities","and their respective geographic","allocation;","(rb) the number of employees on a full-","time equivalent basis;","(rc) fixed assets other than cash or cash","equivalents; the amount of the net","turnover, including a distinction between","the turnover made with related parties","and the turnover made with unrelated","parties;","(rd) the amount of profit or loss before","income tax;","(re) the amount of income tax accrued","(current year) which is the current tax","expense recognised on taxable profits or","losses of the financial year by","undertakings and branches resident for","tax purposes in the relevant tax","jurisdiction;","(rf) the amount of income tax paid which","is the amount of income tax paid during","the relevant financial year by","undertakings and branches resident for","tax purposes in the relevant tax","jurisdiction;","(rg) the amount of accumulated earnings;","stated capital;","(rh) details of public subsidies received","and any donations made to politicians,","political organisations or political","foundations;","(ri) whether undertakings, subsidiaries or","branches benefit from preferential tax","treatment, from a patent box or equivalent","regimes."],"old":[""],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"687","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-484","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 l \u2013 paragraph 1"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:30"},"new":["1. Without prejudice to paragraph 2,","the company resulting from the cross-","border conversion shall be subject to the","rules in force at EU level, and under the","legislation of the destination Member","State, concerning employee information","and consultation, as well as those","concerning employee participation, if any,","in the destination Member State.","(This amendment applies throughout the","text. Adopting it will necessitate","corresponding changes throughout.)"],"old":["1. Without prejudice to paragraph 2,","the company resulting from the cross-","border conversion shall be subject to the","rules in force concerning employee","participation, if any, in the destination","Member State."],"orig_lang":"ro","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"484","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-293","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point a"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:32"},"new":["(a) the legal form, name and location","of the registered office, of the company in","the departure Member State;","(This amendment applies throughout the","text. Adopting it will necessitate","corresponding changes throughout.)"],"old":["(a) the legal form, name and registered","office of the company in the departure","Member State;"],"orig_lang":"ro","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"293","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-485","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 l \u2013 paragraph 1 (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:30"},"new":["1a. It is a fundamental principle and","stated aim of this Article to secure","employees\u00b4 participation rights.","Therefore, in the company resulting from","the cross border restructuring, at least the","same level of all elements of employee","participation rights should continue to","apply."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"485","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Emil Radev","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-294","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86d \u2013 paragraph 1 \u2013 point d"]],"meps":[124850],"meta":{"created":"2019-07-03T06:52:32"},"new":["deleted"],"old":["(d) the proposed timetable for the","cross-border conversion;"],"orig_lang":"bg","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"294","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-688","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160e \u2013 paragraph 4"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:31"},"new":["4. In addition to the official languages","of the Member States of the recipient","companies and the one being divided,","Member States shall allow the company to","use a language customary in the sphere of","international business and finance in order","to draw up the draft terms of cross-border","division and all other related documents.","Member States shall specify which","language will prevail in case of","discrepancies among different linguistic","versions of those documents. Members,","employees or creditors shall have the","possibility to comment on these draft","terms. The comments shall be included in","the final report and be made public."],"old":["4. In addition to the official languages","of the Member States of the recipient","companies and the one being divided,","Member States shall allow the company to","use a language customary in the sphere of","international business and finance in order","to draw up the draft terms of cross-border","division and all other related documents.","Member States shall specify which","language will prevail in case of","discrepancies among different linguistic","","versions of those documents."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"688","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-486","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 l\u2013 paragraph 2"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:30"},"new":["2. However, the rules in force","concerning employee participation, if any,","in the destination Member State shall not","apply, where the company carrying out the","conversion has, in the six months prior to","the publication of the draft terms of the","cross-border conversion as referred to in","Article 86d of this Directive, an average","number of employees that exceeds 500","and is operating under an employee","participation system within the meaning of","point (k) of Article 2 of Directive","2001/86/EC, or where the national law of","the destination Member State does not:"],"old":["2. However, the rules in force","concerning employee participation, if any,","in the destination Member State shall not","apply, where the company carrying out the","conversion has, in the six months prior to","the publication of the draft terms of the","cross-border conversion as referred to in","Article 86d of this Directive, an average","number of employees equivalent to four","fifths of the applicable threshold, laid","down in the law of the departure Member","State, which triggers the participation of","employees within the meaning of point (k)","of Article 2 of Directive 2001/86/EC, or","where the national law of the destination","Member State does not:"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"486","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Sergio Gaetano Cofferati, Jytte Guteland, Evelyne Gebhardt","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-295","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point d a (new)"]],"meps":[96915,124991,1913],"meta":{"created":"2019-07-03T06:52:32"},"new":["(da) detailed information on the","transfer of the head office of the company","to the destination Member State, in case it","is not already located there;"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"295","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-487","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 l\u2013 paragraph 2"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:30"},"new":["2. However, the rules in force","concerning employee participation, if any,","in the destination Member State shall not","apply, where the company carrying out the","conversion has, in the six months prior to","the publication of the draft terms of the","cross-border conversion as referred to in","Article 86d of this Directive, an average","number of employees equivalent to four","fifths of the applicable threshold, laid down","in the law of the departure Member State,","which triggers the participation of","employees within the meaning of Article","86b (7), or where the national law of the","destination Member State does not:"],"old":["2. However, the rules in force","concerning employee participation, if any,","in the destination Member State shall not","apply, where the company carrying out the","conversion has, in the six months prior to","the publication of the draft terms of the","cross-border conversion as referred to in","Article 86d of this Directive, an average","number of employees equivalent to four","fifths of the applicable threshold, laid down","in the law of the departure Member State,","which triggers the participation of","employees within the meaning of point (k)","of Article 2 of Directive 2001/86/EC, or","where the national law of the destination","","Member State does not:"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"487","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-689","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160 \u2013 paragraph 4 \u2013 point a"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:31"},"new":["(a) it may not be earlier than the date","of the balance sheet of the last annual","financial statements drawn up and made","available by the company being divided;"],"old":["(a) it may not be earlier than the date","of the balance sheet of the last annual","financial statements drawn up and","published by the company being divided;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"689","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-296","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point d a (new)"]],"meps":[23704],"meta":{"created":"2019-07-03T06:52:32"},"new":["(da) detailed information on the","transfer of the head office;"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"296","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-488","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 l\u2013 paragraph 3"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:30"},"new":["3. The information, consultation and","participation of employees in the","converted company and their involvement","in the definition of such rights and In the","cases referred to in paragraph 2 of this","Article, the participation of employees in","the converted company and their","involvement in the definition of such rights","shall be regulated by the Member States,","mutatis mutandis and subject to paragraphs","4 to 7 of this Article, in accordance with","the principles and procedures laid down in","Article 12(2), (3) and (4) of Regulation","(EC) No 2157/2001 and the following","provisions of Directive 2001/86/EC:"],"old":["3. 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The information, consultation and","participation of employees in the","converted company and their involvement","in the definition of such rights and in the","cases referred to in paragraph 2 of this","Article, the participation of employees in","the converted company and their","involvement in the definition of such rights","shall be regulated by the Member States,","mutatis mutandis and subject to paragraphs","4 to 7 of this Article, in accordance with","the principles and procedures laid down in","Article 12(2), and (4) of Regulation (EC)","No 2157/2001 and the following provisions","of Directive 2001/86/EC:"],"old":["3. 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The information, consultation and","participation of employees in the converted","company and their involvement in the","definition of such rights shall be the object","of an agreement between the employees","and the management and shall be","regulated by the Member States, mutatis","mutandis and subject to paragraphs 4 to 7","of this Article, in accordance with the","principles and procedures laid down in","Article 12(2) and (4) of Regulation (EC)","No 2157/2001and the following provisions","of Directive 2001/86/EC:"],"old":["3. In the cases referred to in","paragraph 2 of this Article, the","participation of employees in the converted","company and their involvement in the","definition of such rights shall be regulated","by the Member States, mutatis mutandis","and subject to paragraphs 4 to 7 of this","Article, in accordance with the principles","and procedures laid down in Article 12(2),","(3) and (4) of Regulation (EC) No","2157/2001 and the following provisions of","Directive 2001/86/EC:"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"490","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-692","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160 \u2013 title"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:31"},"new":["Article 160g","Report of the management or","administrative organ"],"old":["Article 160g","Report of the management or","administrative organ to the members"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"692","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-491","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 l \u2013 paragraph 3 \u2013 point b"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:31"},"new":["(b) Article 4(1), Article 4(2)(a), (b), (c)","(g) and (h), Article 4(3) and Article 4(4);"],"old":["(b) Article 4(1), Article 4(2)(a), (g) and","(h), Article 4(3) and Article 4(4);"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"491","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Angelika Niebler","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-299","justification":"In cases where the form of a company changes but it retains its identity, a conversion date is\npointless because the entity remains the same.","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point g"]],"meta":{"created":"2019-07-03T06:52:32"},"new":["deleted"],"old":["(g) the date from which the","transactions of the company formed and","registered in the departure Member State","will be treated for accounting purposes as","being those of the converted company;"],"orig_lang":"de","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"299","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-693","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160g \u2013 paragraph 1"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:31"},"new":["1. The management or administrative","organ of the company being divided shall","draw up a report explaining and justifying","the legal and economic aspects of the","cross-border division, as well as the","implications of the merger for employees."],"old":["1. 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The management or administrative","organ of the company being divided shall","draw up a report explaining and justifying","the legal and economic aspects of the","cross-border division."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"695","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-302","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point i a (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:32"},"new":["(ia) concrete description and likely","changes of the organisation of the","workers as a result of the conversion,","including figures of the workers and posts","including its subsidiaries and likely","changes of the organisation of the","workers as a result of the conversion,","including figures of the workers and posts","including its subsidiaries;"],"old":[""],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"302","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-696","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160g \u2013 paragraph 2 \u2013 point e a (new)"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:31"},"new":["(e a) (f) the implications of the cross-","border division on the future business of","the recipient companies and, in the case","of a partial division, also of the company","being divided and on the management's","strategic plan;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"696","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-495","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 \u2013 paragraph 3 \u2013 point g"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:31"},"new":["(g) point (a) of Part 3 of the Annex.","In the interest of the enterprise an","agreement must be sought with the","workforce as represented by recognised","trade unions","(a) on the establishment of a","European works council and","(b) workers board level","representation.","These negotiations must lead to an","agreement before the merger, transfer of","seat, conversion or division or other","company law instrument will take effect.","In the case that the negotiations do not","reach an agreement, the subsidiary","requirements apply.","Subsidiary requirements","(a) for the establishment of an EWC","the Council Directive 2001/86/EC of 8","October 2001 supplementing the Statute","for a European company with regard to","the involvement of employees applies.","(b) for the establishment of workers","representation in the company","boardrooms the following proportion of","workers representatives in company","boardrooms or supervisory boards applies","related to the number of workers: 2","representatives in companies up from 50","workers, one third up from 250 workers","and half up from 1000 workers."],"old":["(g) point (a) of Part 3 of the Annex.",""],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"495","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-697","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160g \u2013 paragraph 2 \u2013 point e b (new)"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:31"},"new":["(e b) (g) the implications of the cross-","border division on the safeguarding of the","employment relationships;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"697","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-303","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point j"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:32"},"new":["(j) the likely repercussions of the","cross-border conversion on employment, ,","wage development and company level","social dialogue including board level","representation of employee","representatives"],"old":["(j) the likely repercussions of the","cross-border conversion on employment"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"303","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-496","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 l \u2013 paragraph 3 \u2013 point g"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:31"},"new":["(g) the Annex, with the exclusion of","points (a) en (b) of Part 3, instead of","which the following will apply as a","minimum:","The employees of the Company, its","subsidiaries and establishments and/or","the representative body shall have the","right to elect and appoint a number of","members of the administrative or","supervisory body of the converted","company equal to two representatives in","companies up from 50 employees, one","third in companies having from 250","employees to 1000 employees and parity","in companies with more than 1000","employees."],"old":["(g) point (a) of Part 3 of the Annex."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"496","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-698","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160g \u2013 paragraph 2 \u2013 point e c (new)"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:32"},"new":["(e c) (h) any material change in 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This level shall","be measured by reference to the","proportion of employee representatives","amongst the members of the","administrative or supervisory organ or","their committees or of the management","group which covers the profit units of the","company, subject to employee","representation."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"497","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-700","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160g \u2013 paragraph 2 \u2013 point a (new)"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:32"},"new":["2 a. 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When regulating the principles and","procedures referred to in paragraph 3,","Member States shall ensure that the rules","on employee participation that applied","prior to the cross-border conversion","continue to apply until the date of","application of any subsequently agreed","rules or in the absence of agreed rules","until the application of default rules in","accordance with point (a) of Part 3 of the","Annex."],"old":["4. When regulating the principles and","procedures referred to in paragraph 3,","Member States:",""],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"499","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-307","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point k c (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:33"},"new":["(kc) fixed assets other than cash or","cash equivalents; the amount of the net","turnover, including a distinction between","the turnover made with related parties","and the turnover made with unrelated","parties;"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"307","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-308","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 \u2013 paragraph 1 \u2013 point k d (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:33"},"new":["(kd) the amount of profit or loss before","income tax;"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"308","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-702","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 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thirds of the","employees, not to open negotiations or to","terminate negotiations already opened","and to rely on the rules on participation in","force in the destination Member State;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"500","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-309","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point k e (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:33"},"new":["(ke) the amount of income tax accrued","(current year)which is the current tax","expense recognised on taxable profits or","losses of the financial year by","undertakings and branches resident for","tax purposes in the relevant tax","jurisdiction;"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"309","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-703","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:32"},"new":["2 c. whether the factors set out in","points (a), (f) and (g) also relate to any","subsidiaries of the company being divided."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"703","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-501","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 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The report referred to in paragraph","1 of this Article shall be made available, at","least electronically, to the members of the","company being divided, and to the","representatives of the employees of the","company carrying out the merger","conversion or, where there are no such","representatives, to the employees","themselves not less than two months before","the date of the general meeting referred to","in Article 160k. That report shall also be","made similarly available to the","representatives of the employees of the","company being divided or, where there are","no such representatives, to the employees","themselves."],"old":["3. The report referred to in paragraph","1 of this Article shall be made available, at","least electronically, to the members of the","company being divided not less than two","months before the date of the general","meeting referred to in Article 160k. That","report shall also be made similarly","available to the representatives of the","employees of the company being divided","or, where there are no such representatives,","to the employees themselves."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"704","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-502","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 l \u2013 paragraph 4 \u2013 point a"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:32"},"new":["deleted"],"old":["(b) may, in the case where, following","prior negotiations, standard rules for","participation apply and notwithstanding","such rules, decide to limit the proportion","of employee representatives in the","administrative organ of the converted","company. However, if in the company","carrying out the conversion employee","representatives constituted at least one","third of the administrative or supervisory","board, the limitation may never result in a","lower proportion of employee","representatives in the administrative","organ than one third;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"502","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-705","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:32"},"new":["3. The report referred to in paragraph","1 of this Article shall be made available, at","least electronically, to the members of the","company being divided not less than two","months before the date of the general","meeting referred to in Article 160k. That","report shall also be made similarly","available to the European Works Council,","the representatives of the employees of the","company being divided or, where there are","no such representatives, to the employees","themselves and the trade unions in the","company."],"old":["3. The report referred to in paragraph","1 of this Article shall be made available, at","least electronically, to the members of the","company being divided not less than two","months before the date of the general","meeting referred to in Article 160k. That","report shall also be made similarly","available to the representatives of the","employees of the company being divided","or, where there are no such representatives,","to the employees themselves."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"705","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-311","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 \u2013 paragraph 1 \u2013 point k g (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:33"},"new":["(kg) the amount of accumulated","earnings and stated capital;"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"311","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-503","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 l \u2013 paragraph 4 \u2013 point b"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:32"},"new":["deleted"],"old":["(b) may, in the case where, following","prior negotiations, standard rules for","participation apply and notwithstanding","such rules, decide to limit the proportion","of employee representatives in the","administrative organ of the converted","company. However, if in the company","carrying out the conversion employee","representatives constituted at least one","third of the administrative or supervisory","board, the limitation may never result in a","lower proportion of employee","representatives in the administrative","organ than one third;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"503","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-312","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point k h (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:33"},"new":["(kh) details of public subsidies received","and any donations made to politicians,","political organisations or political","foundations;"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"312","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-706","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160g \u2013 paragraph 3"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:32"},"new":["3. The report referred to in paragraph","1 of this Article shall be made available, at","least electronically, to the members of the","company being divided not less than two","months before the date of the general","meeting referred to in Article 160k. That","report shall also be made similarly","available to the representatives of the","employees of the company being divided","or, where there are no such representatives,","to the employees themselves, and to the","European Works Council, where","applicable."],"old":["3. The report referred to in paragraph","1 of this Article shall be made available, at","least electronically, to the members of the","company being divided not less than two","months before the date of the general","meeting referred to in Article 160k. That","report shall also be made similarly","available to the representatives of the","employees of the company being divided","or, where there are no such representatives,","to the employees themselves."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"706","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-504","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 l \u2013 paragraph 4 \u2013 point c"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:32"},"new":["deleted"],"old":["(c) shall ensure that the rules on","employee participation that applied prior","to the cross-border conversion continue to","apply until the date of application of any","subsequently agreed rules or in the","absence of agreed rules until the","application of default rules in accordance","with point (a) of Part 3 of the Annex."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"504","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-313","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 d \u2013 paragraph 1 \u2013 point k i (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:33"},"new":["(ki) whether undertakings, subsidiaries","or branches benefit from preferential tax","treatment, from a patent box or equivalent","regimes;"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"313","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-707","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160g \u2013 paragraph 3"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:32"},"new":["3. The report referred to in paragraph","1 of this Article shall be made available, at","least electronically, to the members of the","company being divided and to the","representatives of the employees of the","company being divided or, where there are","no such representatives, to the employees","themselves not less than two months","before the date of the general meeting","referred to in Article 160k."],"old":["3. The report referred to in paragraph","1 of this Article shall be made available, at","least electronically, to the members of the","company being divided not less than two","months before the date of the general","meeting referred to in Article 160k. That","report shall also be made similarly","available to the representatives of the","employees of the company being divided","or, where there are no such representatives,","to the employees themselves."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"707","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-314","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3 Directive (EU) 2017/1132"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:33"},"new":["2. In addition to the official languages","of the departure and destination Member","States, Member States shall allow the","company carrying out the cross-border","conversion to use a language customary in","the sphere of international business and","finance in order to draw up the draft terms","of a cross-border conversion and all other","related documents. Member States shall","specify which language will prevail in the","case of discrepancies identified between","the different linguistic versions of those","documents. Members, employees or","creditors shall have the possibility to","comment on these draft terms. The","comments shall be included in the final","report and be made public."],"old":["2. 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The extension of participation","rights to employees of the converted","company employed in other Member","States, referred to in point (b) of","paragraph 2, shall not entail any","obligation for Member States which","choose to do so to take those employees","into account when calculating the size of","workforce thresholds giving rise to","participation rights under national law."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"506","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-709","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160g \u2013 paragraph 3 a (new)"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:32"},"new":["3 a. 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In addition to the official languages","of the departure and destination Member","States, Member States may indicate that","the company shall allow the company","carrying out the cross-border conversion to","use a language customary in the sphere of","international business and finance in order","to draw up the draft terms of a cross-border","conversion and all other related documents.","Member States shall specify which","language will prevail in the case of","discrepancies identified between the","different linguistic versions of those","documents.","(This amendment applies throughout the","text. Adopting it will necessitate","corresponding changes throughout.)"],"old":["2. 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(e) affect any","subsidiaries of the company."],"orig_lang":"fr","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"335","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-728","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160h \u2013 paragraph 2 \u2013 point d a (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:34"},"new":["(d a) where appropriate information on","the procedures by which arrangements for","the involvement of employees in the","definition of their rights to participation","in the converted company are determined","pursuant to Article 86l and on the possible","options for such arrangements."],"old":[""],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"728","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-525","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 m \u2013 paragraph 8 a (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:33"},"new":["(ca) Member States shall provide for","appropriate measures to support the","implementation of this rules, to provide","for the necessary procedures in case of","non-compliance, provide for the necessary","instruments to enforce the obligations of","the converting company, and establish a","set of administrative and judicial","procedures in case of breach of the rules","of this Article. Establishing prima facie","evidence is applied in case of non-respect","of the workers\u00b4 representative rights."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"525","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-729","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160h \u2013 paragraph 2 \u2013 point d a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:34"},"new":["(d a) the implications of the cross-","border conversion for members;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"729","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-526","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 m \u2013 paragraph 8 b (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:33"},"new":["(cb) If the threshold according to","Article 86l(3), para 2, of the departure","Member State is exceeded, new","negotiations needs to be initiated","following the provisions of this Article. In","deviation of Article 86l(5) the standard","rules refer to the level of employee","participation that would be foreseen for","the country of origin above the threshold","if the company had not undergone a","cross-border conversion."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"526","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-336","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 \u2013 paragraph 2 a (new)"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:35"},"new":["2a. The report, referred to in","paragraph 1 of this Article, shall be","accompanied with a statement of the","management or administrative organ of","the company about places of business","after the cross-border conversion,","including information about a partial or","complete carrying on of business in the","departure Member State and, in","appropriate circumstances, marking a fact","of further conduct of operations only in","the departure Member State."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"336","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-527","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 n \u2013 title"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:33"},"new":["Article 86n","Assessment"],"old":["Article 86n","In-depth assessment"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"527","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-730","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160h \u2013 paragraph 2 \u2013 point d b (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:34"},"new":["(d b) where appropriate, information on","the procedures by which arrangements for","the involvement of employees in the","definition of their rights to participation","in the converted company are determined","pursuant to Article 160j and on the","possible options for such arrangements;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"730","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-337","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 3"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:35"},"new":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the members and to","the representatives of the employees of the","company carrying out the cross-border","conversion or, where there are no such","representatives, to the employees","themselves, not less than two months","before the date of the general meeting","referred to in Article 86i. That report shall","also be made similarly available to the","representatives of the employees of the","company carrying out the cross-border","conversion or, where there are no such","representatives, to the employees","themselves."],"old":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the members not less","than two months before the date of the","general meeting referred to in Article 86i.","That report shall also be made similarly","available to the representatives of the","employees of the company carrying out the","cross-border conversion or, where there are","no such representatives, to the employees","","","themselves."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"337","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-731","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160h \u2013 paragraph 2 \u2013 point d b (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:34"},"new":["(d b) the implications of the cross-","border conversion on the future business","of the company and on the management\u00b4s","strategic plan"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"731","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-338","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 3"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:35"},"new":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the members not less","than two months before the date of the","general meeting referred to in Article 86i.","That report shall also be made similarly","available to the representatives of the","employees of the company carrying out the","cross-border conversion or, where there are","no such representatives, to the employees","themselves, and to the European Works","Council, where applicable."],"old":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the members not less","than two months before the date of the","general meeting referred to in Article 86i.","That report shall also be made similarly","available to the representatives of the","employees of the company carrying out the","cross-border conversion or, where there are","no such representatives, to the employees","themselves."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"338","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-528","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 n \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:34"},"new":["Member States shall ensure in order to","assess whether the cross-border conversion","constitutes an artificial arrangement, that","the competent authority of the departure","Member State carries out an in-depth","assessment of all relevant facts and","circumstances and shall take into account","at a minimum the following:","(i) the characteristics of the","establishment in the destination Member","State, including the intent, the sector, the","investment, the net turnover and profit or","loss,","(ii) the number of employees working","in the country of destination, the number","of employees working in another country","grouped according to the country of work,","the number of employees posted in the","year prior to the conversion within the","meanings of Regulation (EC) No","883/2004and Directive 96/71/EC, the","number of employees working","simultaneously in more than one Member","State within the meaning of Regulation","(EC) No 883/2004,the composition of the","balance sheet,","(iii) the tax residence,","(iv) the assets and their location,","(v) the habitual place of work of the","employees and of specific groups of","employees,","(vi) the places where social","contributions are due,","(vii) and the commercial risks assumed","by the converted company in the","destination Member State and the departure","Member State., and","(viii) the composition of the balance","sheet and of the financial statement in the","destination member state and in all","member States in which the company","operates in the last two fiscal years."],"old":["Member States shall ensure in order to","assess whether the cross-border conversion","constitutes an artificial arrangement within","the meaning of Article 86c(3), that the","competent authority of the departure","Member State carries out an in-depth","assessment of all relevant facts and","circumstances and shall take into account","at a minimum the following: the","characteristics of the establishment in the","destination Member State, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and their","location, the habitual place of work of the","employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the converted company in","the destination Member State and the","departure Member State.",""],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"528","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-732","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160h \u2013 paragraph 2 \u2013 point d c (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:34"},"new":["(d c) the implications of the cross-","border conversion on the future business","of the company and on the management's","strategic plan;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"732","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-339","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 3"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:35"},"new":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the members not less","than two months before the date of the","general meeting referred to in Article 86i.","That report shall also be made similarly","available to the representatives of the","employees of the company carrying out the","cross-border conversion or, where there are","no such representatives, to the employees","themselves and the trade unions in the","company."],"old":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the members not less","than two months before the date of the","general meeting referred to in Article 86i.","That report shall also be made similarly","available to the representatives of the","employees of the company carrying out the","cross-border conversion or, where there are","no such representatives, to the employees","themselves."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"339","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-733","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160h \u2013 paragraph 2 \u2013 point d c (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:34"},"new":["(d c) the implications of the cross-","border conversions for members"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"733","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-529","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 n \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:34"},"new":["Member States shall ensure in order to","assess whether the cross-border conversion","constitutes an artificial arrangement within","the meaning of Article 86c(3), that the","competent authority of the departure","Member State carries out an in-depth","assessment of all relevant facts and","circumstances."],"old":["Member States shall ensure in order to","assess whether the cross-border conversion","constitutes an artificial arrangement within","the meaning of Article 86c(3), that the","competent authority of the departure","Member State carries out an in-depth","assessment of all relevant facts and","circumstances and shall take into account","at a minimum the following: the","characteristics of the establishment in the","destination Member State, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and","their location, the habitual place of work","","of the employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the converted company","in the destination Member State and the","departure Member State."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"529","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-340","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 3"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:35"},"new":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the members and to","the representatives of the employees of the","company carrying out the cross-border","conversion, or where there are no such","representatives, to the employees","themselves, not less than two months","before the date of the general meeting","referred to in Article 86i."],"old":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the members not","less than two months before the date of","the general meeting referred to in Article","86i. That report shall also be made","similarly available to the representatives of","the employees of the company carrying out","the cross-border conversion or, where there","are no such representatives, to the","employees themselves."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"340","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-734","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160h \u2013 paragraph 2 \u2013 point d d (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:34"},"new":["(d d) the rights and remedies available","to members opposing the conversion in","accordance with Article 160l"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"734","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-530","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 n \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[23704],"meta":{"created":"2019-07-03T06:52:34"},"new":["Member States shall ensure in order to","assess whether the cross-border conversion","constitutes an artificial arrangement within","the meaning of Article 86c(3), that the","competent authority of the departure","Member State carries out an in-depth","assessment of all relevant facts and","circumstances and shall take into account","at a minimum the following: the","characteristics of the establishment in the","destination Member State, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and their","location, the habitual place of work of the","employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the converted company in","the destination Member State and the","departure Member State and the","composition of the balance sheet and of","the financial statement in the destination","member state and in all member States in","which the company operates in the last","two fiscal years.. The competent authority","shall be able to ask questions and receive","information to the competent authority of","the destination Member State"],"old":["Member States shall ensure in order to","assess whether the cross-border conversion","constitutes an artificial arrangement within","the meaning of Article 86c(3), that the","competent authority of the departure","Member State carries out an in-depth","assessment of all relevant facts and","circumstances and shall take into account","at a minimum the following: the","characteristics of the establishment in the","destination Member State, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and their","location, the habitual place of work of the","employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the converted company in","the destination Member State and the","departure Member State.",""],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"530","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-735","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160h \u2013 paragraph 2 \u2013 point d d (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:34"},"new":["(d d) the implications of the cross-","border conversion for members;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"735","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-341","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3 Directive (EU) 2017/1132"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:35"},"new":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the members and","representatives of the employees of the","company carrying out the cross-border","conversion or, where there are no such","representatives, to the employees","themselves, not less than two months","before the date of the general meeting","referred to in Article 86i."],"old":["3. The report referred to in paragraph","1 of this Article, shall be made available, at","least electronically, to the members not","less than two months before the date of","the general meeting referred to in Article","86i. That report shall also be made","similarly available to the representatives of","the employees of the company carrying out","the cross-border conversion or, where there","are no such representatives, to the","employees themselves."],"orig_lang":"fr","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"341","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Sergio Gaetano Cofferati, Jytte Guteland, Evelyne Gebhardt","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-531","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 n \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[96915,124991,1913],"meta":{"created":"2019-07-03T06:52:34"},"new":["Member States shall ensure in order to","assess whether the cross-border conversion","constitutes an artificial arrangement, that","the competent authority of the departure","Member State carries out an in-depth","assessment of all relevant facts and","circumstances and shall take into account","at a minimum the following: the","characteristics of the establishment in the","destination Member State, including the","sector, the investment, the net turnover and","profit or loss, number of employees, the tax","residence, the assets and their location, the","habitual place of work of the employees","and of specific groups of employees, the","place where social contributions are due,","the commercial risks assumed by the","converted company in the destination","Member State and the departure Member","State and the composition of the balance","sheet and of the financial statement in the","destination member state and in all","Member States in which the company","operates in the last two fiscal years. The","competent authority shall be able to ask","questions to and receive information from","the competent authority of the destination","Member State."],"old":["Member States shall ensure in order to","assess whether the cross-border conversion","constitutes an artificial arrangement within","the meaning of Article 86c(3), that the","competent authority of the departure","Member State carries out an in-depth","assessment of all relevant facts and","circumstances and shall take into account","at a minimum the following: the","characteristics of the establishment in the","destination Member State, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and their","location, the habitual place of work of the","employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the converted company in","the destination Member State and the","departure Member State."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"531","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-736","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20 Directive (EU) 2017/1132"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:34"},"new":["deleted"],"old":["3. The report referred to in","paragraph 1 shall be made available, at","least electronically, to the representatives","of the employees of the company being","divided or, where there are no such","representatives, to the employees","themselves not less than two months","before the date of the general meeting","referred to in Article 160k. The report","shall also be made similarly available to","the members of the company being","divided."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"736","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-342","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 3 a (new)"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:36"},"new":["3a. Where the management or","administrative organ of the company","carrying out the cross- border conversion","receives, in good time, an opinion from","the representatives of their employees or,","where there are no such representatives,","from the employees themselves, as","provided for under national law, the","members shall be informed thereof and","that opinion shall be appended to that","report."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"342","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-532","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 n \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:34"},"new":["Member States may ensure in order to","assess whether the cross-border conversion","constitutes an artificial arrangement within","the meaning of Article 86c(3), that the","competent authority of the departure","Member State carries out an in-depth","assessment of all relevant facts and","circumstances, if there are strong,","objective suspicions that the company is","conducting the cross border conversion in","order to avoid or breach the law of the","departure Member State. An in-depth","assessment shall take into account at a","minimum the following: the characteristics","of the establishment in the destination","Member State, including the intent, the","sector, the investment, the net turnover and","profit or loss, number of employees, the","composition of the balance sheet, the tax","residence, the assets and their location, the","habitual place of work of the employees","and of specific groups of employees, the","place where social contributions are due","and the commercial risks assumed by the","converted company in the destination","Member State and the departure Member","State."],"old":["Member States shall ensure in order to","assess whether the cross-border conversion","constitutes an artificial arrangement within","the meaning of Article 86c(3), that the","competent authority of the departure","Member State carries out an in-depth","assessment of all relevant facts and","circumstances and shall take into account","at a minimum the following: the","characteristics of the establishment in the","destination Member State, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and their","location, the habitual place of work of the","employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the converted company in","the destination Member State and the","departure Member State."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"532","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-737","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160h \u2013 paragraph 3"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:34"},"new":["deleted"],"old":["3. 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The report referred to in paragraph","1 shall be made available, at least","electronically, to the European Works","Council, the representatives of the","employees of the company and the trade","unions in the company being divided or,","where there are no such representatives, to","the employees themselves not less than two","months before the date of the general","meeting referred to in Article 160k. The","report shall also be made similarly","available to the members of the company","being divided."],"old":["3. The report referred to in paragraph","1 shall be made available, at least","electronically, to the representatives of the","employees of the company being divided","or, where there are no such representatives,","to the employees themselves not less than","two months before the date of the general","meeting referred to in Article 160k. The","report shall also be made similarly","available to the members of the company","being divided."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"738","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-344","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 e \u2013 paragraph 3 a (new)"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:36"},"new":["3a. Where the management or","administrative organ of the company","carrying out the cross-border conversion","receives, in good time, an opinion from","the representatives of their employees or,","where there are no such representatives,","from the employees themselves, as","provided for under national law, the","members shall be informed thereof and","that opinion shall be appended to that","report."],"orig_lang":"fr","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"344","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-534","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 n \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:34"},"new":["The elements laid down in Article 86g","(3)(b) shall be taken into account but may","be only considered as indicative factors in","the overall assessment and therefore shall","not be considered in isolation."],"old":["Those elements may be only considered as","indicative factors in the overall assessment","and therefore shall not be considered in","isolation."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"534","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-739","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160h \u2013 paragraph 3"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:34"},"new":["3. The report referred to in paragraph","1 shall be made available, at least","electronically, to the representatives of the","employees of the company being divided","or, where there are no such representatives,","to the employees themselves, and to the","European Works Council, where","applicable, not less than two months before","the date of the general meeting referred to","in Article 160k. The report shall also be","made similarly available to the members of","the company being divided."],"old":["3. The report referred to in paragraph","1 shall be made available, at least","electronically, to the representatives of the","employees of the company being divided","or, where there are no such representatives,","to the employees themselves not less than","two months before the date of the general","meeting referred to in Article 160k. The","report shall also be made similarly","available to the members of the company","being divided.",""],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"739","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-535","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 n \u2013 paragraph 1 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:34"},"new":["Where relevant, the competent authority","shall ask questions to and receive","information from the competent authority","of the destination Member State. The","competent authority shall ensure","communication between the independent","expert and other authorities in that","Member State responsible for any of the","areas touched upon by this Directive."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"535","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-345","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 3 a (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:36"},"new":["3a. The European Works Council,","where applicable, the national employees\u00b4","representative bodies and the trade unions","represented in the company shall have","appropriate resources to conduct an","analysis of the report;"],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"345","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-740","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160h \u2013 paragraph 3 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:35"},"new":["3 a. The European Works Councils,","where applicable, the national employee","representation bodies and the trade","unions represented in the company shall","have appropriate resources to conduct a","thorough analysis on the report."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"740","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-536","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 n \u2013 paragraph 2"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:34"},"new":["2. 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However, that report shall not be","required where all the members of the","company carrying out the cross-border","conversion have agreed to waive this","requirement."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"347","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Sajjad Karim","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-537","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 n \u2013 paragraph 2"]],"meps":[28481],"meta":{"created":"2019-07-03T06:52:34"},"new":["2. Member States shall ensure that","where the competent authority referred to","in paragraph 1 decides to carry out an","assessment, it is able to hear the company","and all parties that have submitted","observations pursuant Article 86h(1)(c) in","accordance with national law. 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The competent authority shall","take its final decision regarding the issue of","the pre-conversion certificate within two","months from the start of the in-depth","assessment."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"537","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-742","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160h \u2013 paragraph 4"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:35"},"new":["deleted"],"old":["4. 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However, point (b) and (c) of that","report shall not be required where all the","members of the company carrying out the","cross-border conversion have agreed to","waive this requirement. Where a company","carrying out the cross-border conversion","and its subsidiaries, if any, have no","employees other than those who form part","of the management or administrative","organ, the information referred to in","paragraph 1 (d), (e) and (f) shall not be","required."],"old":["4. However, that report shall not be","required where all the members of the","company carrying out the cross-border","conversion have agreed to waive this","requirement."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"348","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-743","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160h \u2013 paragraph 4 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:35"},"new":["4 a. The Executive management or the","administrative organ of the company","which intends to carry out the cross-","border conversion, shall provide a","motivated and written response to the","employee opinion before the date of the","general meeting referred to in Article","160k."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"743","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-538","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 p \u2013 paragraph 1"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:34"},"new":["Member States shall designate an authority","competent to scrutinise the legality of the","cross-border conversion as regards that part","of the procedure which is governed by the","law of the destination Member State and to","approve the cross-border conversion where","the conversion complies with all the","relevant conditions and the proper","completion of all procedures and","formalities in the destination Member","State. 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The management or administrative","organ of the company carrying out the","cross-border conversion shall draw up a","report explaining the implications of the","cross-border conversion for employees."],"orig_lang":"fr","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"359","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-751","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160i \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:35"},"new":["Member States may decide that a company","shall apply, designated in accordance with","Article 160o(1), not less than two months","before the date of the general meeting","referred to in Article 160k, to appoint an","expert to examine and assess the draft","terms of cross-border division and the","reports referred to in Articles 160g, subject","to the proviso set out in paragraph 6 of this","Article."],"old":["Member States shall ensure that the","company being divided applies to the","competent authority, designated in","accordance with Article 160o(1), not less","than two months before the date of the","general meeting referred to in Article 160k,","to appoint an expert to examine and assess","the draft terms of cross-border division and","the reports referred to in Articles 160g and","160h, subject to the proviso set out in","paragraph 6 of this Article."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"751","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-549","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 t \u2013 title"]],"meps":[23704],"meta":{"created":"2019-07-03T06:52:35"},"new":["deleted"],"old":["Article 86t","Liability of the independent experts"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"549","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-360","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1131","Article 86 f \u2013 paragraph 1"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:37"},"new":["deleted"],"old":["1. The management or administrative","organ of the company carrying out the","cross-border conversion shall draw up a","report explaining the implications of the","cross-border conversion for employees."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"360","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-752","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160i \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:35"},"new":["Member States shall ensure that the","company being divided applies to the","competent authority, designated in","accordance with Article 160o(1), not less","than two months before the date of the","general meeting referred to in Article 160k,","to appoint two experts to examine and","assess the draft terms of cross-border","division and the reports referred to in","Articles 160g and 160h, subject to the","proviso set out in paragraph 6 of this","Article."],"old":["Member States shall ensure that the","company being divided applies to the","competent authority, designated in","accordance with Article 160o(1), not less","than two months before the date of the","general meeting referred to in Article 160k,","to appoint an expert to examine and assess","the draft terms of cross-border division and","the reports referred to in Articles 160g and","160h, subject to the proviso set out in","paragraph 6 of this Article."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"752","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-550","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 u"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:35"},"new":["However, if during the year following the","date on which the cross-border conversion","takes effect, new information on this","cross-border conversion are brought to","the attention of the competent authorities","alleging of genuine suspicion of fraud,","the competent authorities shall proceed to","a revised assessment of the facts of the","case and can take effective, proportionate","and dissuasive sanctions, including","financial penalties, in cases of artificial","arrangements."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"550","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-361","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],[" Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 1"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:37"},"new":["deleted"],"old":["1. The management or administrative","organ of the company carrying out the","cross-border conversion shall draw up a","","report explaining the implications of the","cross-border conversion for employees."],"orig_lang":"en","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"361","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-551","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4 \u2013 point b \u2013 point i (new)"],["Directive (EU) 2017/1132","Article 119 \u2013 paragraph 2 a (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:35"},"new":["(i) In article 119, the new paragraph","is inserted:","\"employee participation\" means the","influence of the employees and/or the","employees\u00b4 representatives in the affairs","of a company by way of the right to elect","or appoint some of the members of the","company\u00b4s supervisory od administrative","organ;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"551","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Geoffroy Didier","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-362","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2"]],"meps":[190774],"meta":{"created":"2019-07-03T06:52:37"},"new":["deleted","the implications of the cross-","whether the factors set out in"],"old":["2. The report referred to in","paragraph 1, shall in particular explain","the following:","(a)","border conversion on the future business","of the company and on the management's","strategic plan;","(b) the implications of the cross-","border conversion on the safeguarding of","employment relationships;","(c) any material changes in the","conditions of employment and in the","location of the company\u2019s places of","business;","(d)","points (a), (b) and (c) also relate to any","subsidiaries of the company."],"orig_lang":"fr","peid":"PE627.948v01-00","reference":"2018/0114(COD)","seq":"362","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-627948_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-552","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4 a (new)"],[" Directive (EU) 2017/1132","Article 119 \u2013 paragraph 2 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:35"},"new":["(4a) In article 119, the new paragraph","is inserted:","\"information\" means the transmission by","the employer to the employees and/or","employees' representatives at the relevant","level, of data which concern the company","itself and any of its subsidiaries or","establishments situated in another","Member State, in order to enable them to","acquaint themselves with the subject","matter and to examine it. This shall take","place at a time, in a manner and with a","content which allows the employees and","representatives to undertake an in-depth","assessment of the possible impact and,","where appropriate, prepare consultations","with the competent organ of the company;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"552","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-753","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160i \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:35"},"new":["Member States shall ensure that the","company being divided applies to the","competent authority, designated in","accordance with Article 160o(1), not less","than two months before the date of the","general meeting referred to in Article 160k,","for the examination and the assessment of","the draft terms of cross-border division and","the reports referred to in Articles 160g,","subject to the proviso set out in paragraph","6 of this Article."],"old":["Member States shall ensure that the","company being divided applies to the","competent authority, designated in","accordance with Article 160o(1), not less","than two months before the date of the","general meeting referred to in Article 160k,","to appoint an expert to examine and","assess the draft terms of cross-border","division and the reports referred to in","Articles 160g and 160h, subject to the","proviso set out in paragraph 6 of this","Article."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"753","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE627.948-363","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 3"],["Directive (EU) 2017/1132","Article 86 f \u2013 paragraph 2"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:37"},"new":["deleted","the implications of the cross-","the implications of the cross-","any material changes in the","whether the factors set out in"],"old":["2. 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This","shall take place at a time, in a manner","and with a content which allows the","employees and representatives ,on the","basis of information provided, to express","an opinion on the measures envisaged. It","shall allow to meet with the Executive","management and obtain a reasoned and","exhaustive response before the final","decision is adopted;"],"old":["",""],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"553","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-754","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160i \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:35"},"new":["The application shall be accompanied by","the following"],"old":["The application for the appointment of an","expert shall be accompanied by the","following"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"754","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-554","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4 c (new)"],["Directive (EU) 2017/1132","Article 119 \u2013 paragraph 2 c (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:36"},"new":["(4c) In article 119, the new","paragraph is inserted:","\"participation\u201d means the influence of","the employees and/or the employees'","representatives in the affairs of a","company by way of the right to elect or","appoint some of the members of the","company's supervisory or administrative","organ"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"554","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-755","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160i \u2013 paragraph 2"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:35"},"new":["2. The competent authority shall","appoint two independent experts within","one month from the application referred to","in paragraph 1 and the receipt of the draft","terms and reports. The experts shall be","appointed on the basis of a pre-selected","list that was specifically established for","the purpose of assessing cross-border","divisions. The list shall include natural","persons on the basis of their personal","expertise. The fields of expertise to be","reflected in the list should include at least","company law, taxation and fiscal law,","social security and workers\u2019 rights.","Together, the two independent experts","shall cover all of the fields of expertise","mentioned in this paragraph. An expert","may operate on his or her own behalf or","on behalf of a legal person. Member","States shall define fixed rates for the fees","paid to the independent experts, which","shall be paid by the company applying for","the division.","The experts shall be independent from the","company carrying out the cross-border","division. Member States shall take into","account, in assessing the independence of","the experts, the framework established in","Articles 22 to 22b of Directive","2006/43/EC. In addition:","(a) the experts or the legal person on","whose behalf he or she is operating, shall","not have performed work, in whatever","capacity, for the company applying for the","conversion in the five years prior to his or","her appointment or vice versa; and","(b) the two experts appointed shall not","operate on behalf of the same legal","person."],"old":["2. The competent authority shall","appoint an independent expert within five","working days of the application referred to","in paragraph 1 and the receipt of the draft","terms and reports. The expert shall be","independent from the company being","divided and may be a natural or a legal","person depending upon the law of the","Member State concerned. Member States","shall take into account, in assessing the","independence of the expert, the framework","established in Articles 22 and 22b of","Directive 2006/43/EC.",""],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"755","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-555","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4 d (new)"],[" Directive (EU) 2017/1132","Article 119 \u2013 paragraph 2 d (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:36"},"new":["(4d) In article 119, the new","paragraph is inserted:","\u201cartificial arrangement\u201d means any","structure, transaction, scheme, action,","operation or agreement or a series of","these put in place to avoid or circumvent","companies\u2019 obligations, where the","company has an intention to avoid or","circumvent these obligations or where the","action is considered to lack genuine","economic substance, regardless of the","intentions of the company. This includes,","but is not limited to, obligations related to","legal or contractual rights of employees,","creditors or members, employees\u2019","participation or obligations related to","taxation or social security;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"555","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-756","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160i \u2013 paragraph 2"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:36"},"new":["2. If the competent authority has","recourse to an independent expert , that","expert shall be independent from the","company being divided and may be a","natural or a legal person depending upon","the law of the Member State concerned.","Member States shall take into account, in","assessing the independence of the expert,","the framework established in Articles 22","and 22b of Directive 2006/43/EC"],"old":["2. The competent authority shall","appoint an independent expert within five","working days of the application referred","to in paragraph 1 and the receipt of the","draft terms and reports. The expert shall","be independent from the company being","divided and may be a natural or a legal","person depending upon the law of the","Member State concerned. Member States","shall take into account, in assessing the","independence of the expert, the framework","established in Articles 22 and 22b of","Directive 2006/43/EC."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"756","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-556","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 4 e (new)"],[" Directive (EU) 2017/1132","Article 119 \u2013 paragraph 2 e (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:36"},"new":["(4e) In article 119, the new","paragraph is inserted:","'economic substance' means factual","criteria, which can be used to define the","taxable presence of an undertaking, such","as the existence of human and physical","resources specific to the entity, its","management autonomy, its legal reality,","the revenues it generates and, where","appropriate, the nature of its assets;"],"old":["",""],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"556","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-757","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160i \u2013 paragraph 3"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:36"},"new":["3. 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Member States shall ensure that","this Chapter does not apply to the","company or companies where:",""],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"558","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-559","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 5"],[" Directive (EU) 2017/1132","Article 120 \u2013 paragraph 4 \u2013 point a"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:36"},"new":["(a) proceedings have been instituted","for the winding-up, liquidation, insolvency","of that company or genuine suspicion of","social fraud or infringements of workers\u2019","rights"],"old":["(a) proceedings have been instituted","for the winding-up, liquidation, or","insolvency of that company or 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which are directly","relevant to the companies\u00b4 competence or","reliability"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"561","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-761","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160i \u2013 paragraph 3 \u2013 point f"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:36"},"new":["(f) a description of all factual elements","necessary, to carry out an in-depth","assessment to determine whether the","intended cross-border division constitutes","an artificial arrangement in accordance","with Article 160p,at a minimum the","following: the characteristics of the","establishments in the Member States","concerned of the recipient companies,","including the 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Whenever relevant, the","independent experts shall ask questions to","and receive information from the","competent authority of the destination","Member State. The competent authority","shall ensure communication between the","independent expert and other authorities","in that Member State responsible for any","of the areas touched upon by this","Directive."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"762","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-563","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 5"],["Directive (EU) 2017/1132","Article 120 \u2013 paragraph 4 \u2013 point e c (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:36"},"new":["(ec) a company is under investigation,","is being prosecuted or has been convicted","in the last 3 years for causing","environmental damage;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"563","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-763","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160i \u2013 paragraph 4"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:36"},"new":["4. 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Where appropriate,","the expert may submit a separate","","","document containing confidential","information to the competent authority","designated in accordance with Article","160o(1) and that separate document shall","only be made available to the company","being divided and not be disclosed to any","third party."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"764","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-565","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 5"],[" Directive (EU) 2017/1132","Article 120 \u2013 paragraph 4 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:36"},"new":["4a. 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Where appropriate,","the expert may submit a separate document","containing confidential information to the","competent authority designated in","accordance with Article 160o(1) and that","separate document shall only be made","available to the company being divided and","not be disclosed to any third party."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"765","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-566","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 5"],["Directive (EU) 2017/1132","Article 120 \u2013 paragraph 4 b (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:36"},"new":["4b. The companies carrying out the","cross-border merger shall provide","substantive information to demonstrate","they have an actual establishment and","pursue genuine and substantial economic","activity in the different Member States","concerned. 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The companies may","then choose between immediate payment","of the amount of tax and a deferred","payment of the amount of tax, together","with interest in accordance with the","applicable national legislation. If a","company opts for the latter, the Member","State may request the provision of a bank","guarantee."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"568","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Evelyn Regner, Sergio Gaetano Cofferati, Jytte Guteland","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-569","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 7 \u2013 point -a (new)"]],"meps":[96998,96915,124991],"meta":{"created":"2019-07-03T06:52:37"},"new":["(-a) In Article 122, the introductory","part is replaced by the following:","The management or administrative organ","including employee board level","representatives, of each of the merging","companies shall draw up the common","draft terms of a cross-border merger. The","common draft terms of a cross-border","merger shall include at least the following","particulars:"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"569","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-768","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160j \u2013 paragraph 1 \u2013 point b"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:36"},"new":["(b) the assessment on the accuracy of","the report and information submitted by","the company as referred to in Article","160i(1) and where applicable, the report","drawn up by the competent authority in","accordance with Article 160i(2) without","however disclosing any confidential","information;;"],"old":["(b) the independent expert report","referred to in Article 160i, where","applicable;","",""],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"768","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-570","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 7 \u2013 point -a (new)"],["Directive (EU) 2017/1132","Article 122 \u2013 introductory part"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:37"},"new":["(-a) In Article 122, the introductory","part is replaced by the following:","The management or administrative organ","of each of the merging companies shall","draw up the common draft terms of a","cross-border merger. The common draft","terms of a cross-border merger shall","include at least the following elements:"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"570","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-571","meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:37"},"new":["(a) In Article 122, the introductory","part is replaced by the following::","The management or administrative organ,","including employee board level","representatives, of each of the merging","companies shall draw up the common","draft terms of a cross-border merger. The","common draft terms of a cross-border","merger shall include at least the following","information:"],"old":["(a) point (i) is replaced by the","following:"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"571","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-769","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160k \u2013 paragraph 1"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:36"},"new":["1. After taking note of the reports","referred to in Articles 160g, 160h and 160i,","where applicable, the general meeting of","the company being divided shall decide by","means of a resolution, whether to approve","the draft terms of cross-border division.","Before a decision is taken, any preceding","applicable information and consultation","rights have to be met in such a way and at","such a time that an opinion by the","employee representatives can be taken","into consideration. The company shall","inform the competent authority designated","in accordance with Article 160o(1) of the","decision of the general meeting."],"old":["1. After taking note of the reports","referred to in Articles 160g, 160h and 160i,","where applicable, the general meeting of","the company being divided shall decide by","means of a resolution, whether to approve","the draft terms of cross-border division.","The company shall inform the competent","authority designated in accordance with","Article 160o(1) of the decision of the","general meeting."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"769","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Sergio Gaetano Cofferati, Jytte Guteland, Evelyne Gebhardt","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-572","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 7 \u2013 point a a (new)"],[" Directive (EU) 2017/1132","Article 122 \u2013 point (a a) (new)"]],"meps":[96915,124991,1913],"meta":{"created":"2019-07-03T06:52:37"},"new":["(aa) After point (a) the following point","is added:","detailed information the transfer of the","head office of the company to the","destination Member State, in case it is not","already located there;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"572","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-770","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160k \u2013 paragraph 1"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:37"},"new":["1. After taking note of the reports","referred to in Articles 160g, 160h and 160i,","where applicable, the general meeting of","the company being divided shall decide by","means of a resolution, whether to approve","the draft terms of cross-border division.","Prior to taking a decision, all applicable","information and consultation rights have","to be met in a way and at such a time that","an opinion by the employees can be taken","into consideration. The company shall","inform the competent authority designated","in accordance with Article 160o(1) of the","decision of the general meeting."],"old":["1. After taking note of the reports","","referred to in Articles 160g, 160h and 160i,","where applicable, the general meeting of","the company being divided shall decide by","means of a resolution, whether to approve","the draft terms of cross-border division.","The company shall inform the competent","authority designated in accordance with","Article 160o(1) of the decision of the","general meeting."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"770","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-573","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 7 \u2013 point b a (new) Directive (EU) 2017/1132"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:37"},"new":["(ba) the following points (o) and (p) are","added:","(o) detailed information on the head","office;","(p) the reasons for the merger;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"573","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-771","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160l \u2013 paragraph 1 \u2013 point a"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:37"},"new":["(a) the members holding shares with","voting rights and, who voted against or did","not attend the general meeting but","expressed their intention before that","meeting to vote against the approval of the","draft terms of the cross-border division;"],"old":["(a) the members holding shares with","voting rights and, who did not vote for the","approval of the draft terms of the cross-","border division;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"771","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-574","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 7 \u2013 point b b (new)"],["Directive (EU) 2017/1132","Article 122 \u2013 point b b (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:37"},"new":["(bb) the following points (q) to (y) are","added:","(q) the name of the ultimate","undertaking and, where applicable, the","list of all its subsidiaries, a brief","description of the nature of their activities","and their respective geographic","allocation;","(r) the number of employees on a full-","time equivalent basis;","(s) fixed assets other than cash or","cash equivalents; the amount of the net","turnover, including a distinction between","the turnover made with related parties","and the turnover made with unrelated","parties;","(t) the amount of profit or loss before","income tax;","(u) the amount of income tax accrued","(current year) which is the current tax","expense recognised on taxable profits or","losses of the financial year by","undertakings and branches resident for","tax purposes in the relevant tax","jurisdiction;","(v) the amount of income tax paid","which is the amount of income tax paid","during the relevant financial year by","undertakings and branches resident for","tax purposes in the relevant tax","jurisdiction;","(w) the amount of accumulated","earnings; stated capital;","(x) details of public subsidies received","and any donations made to politicians,","political organisations or political","foundations;","(y) whether undertakings, subsidiaries","or branches benefit from preferential tax","treatment, from a patent box or equivalent","regimes."],"old":[""],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"574","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-575","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 7 \u2013 point c"],[" Directive (EU) 2017/1132","Article 122 \u2013 second subparagraph"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:37"},"new":["In addition to the official language of each","Member State of the merging companies,","Member States shall allow the merging","companies to use a language customary in","the sphere of international business and","finance to draw up the common draft terms","of a cross-border merger and all other","related documents. Member States shall","specify which language will prevail in the","case of discrepancies identified between","the different linguistic versions of those","documents. Members, employees or","creditors shall have the possibility to","comment on these draft terms. The","comments shall be included in the final","report and be made public.;"],"old":["In addition to the official language of each","Member State of the merging companies,","Member States shall allow the merging","companies to use a language customary in","the sphere of international business and","finance to draw up the common draft terms","of a cross-border merger and all other","related documents. Member States shall","specify which language will prevail in the","case of discrepancies identified between","the different linguistic versions of those","","documents.;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"575","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-772","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160l \u2013 paragraph 1\u2013 point a"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:37"},"new":["(a) the members holding shares with","voting rights, who at the general meeting","voted against the approval of the draft","terms of the cross-border division and","voiced their intent to make use of the exit","right;"],"old":["(a) the members holding shares with","voting rights and, who did not vote for the","approval of the draft terms of the cross-","border division;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"772","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-576","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 8"],["Directive (EU) 2017/1132","Article 122 \u2013 paragraph 1 \u2013 subparagraph 2 \u2013 point a"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:37"},"new":["(a) it may not be earlier than the date","of the balance sheet of the last annual","financial statements drawn up and made","available by any of the merging","companies;"],"old":["(a) it may not be earlier than the date","of the balance sheet of the last annual","financial statements drawn up and","published by any of the merging","companies;"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"576","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Evelyn Regner, Sergio Gaetano Cofferati, Jytte Guteland","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-577","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) 2017/1132","Article 123 \u2013 paragraph 2 \u2013 subparagraph 1"]],"meps":[96998,96915,124991],"meta":{"created":"2019-07-03T06:52:37"},"new":["deleted"],"old":["Member States may exempt merging","companies from the requirement referred","to in paragraph 1 where, for a continuous","period beginning at least one month","before the date fixed for the general","meeting which is to decide on the common","draft terms of the cross-border merger","and ending not earlier than the","conclusion of that meeting, those","","companies make the common draft terms","of cross-border merger available on their","websites free of charge."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"577","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-773","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160l \u2013 paragraph 1\u2013 point b"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:37"},"new":["(b) the members holding shares","without voting rights, who voiced their","intent to make use of the exit right at the","general meeting."],"old":["(b) the members holding shares","without voting rights."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"773","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Evelyn Regner, Sergio Gaetano Cofferati, Jytte Guteland","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-578","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) 2017/1132","Article 123 \u2013 paragraph 2 \u2013 subparagraph 2"]],"meps":[96998,96915,124991],"meta":{"created":"2019-07-03T06:52:38"},"new":["deleted"],"old":["However, Member States shall not subject","that exemption to any requirements or","constraints other than those which are","necessary in order to ensure the security","of the website and the authenticity of the","documents unless and only to the extent","that they are proportionate in order to","achieve those objectives."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"578","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Angelika Niebler","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-774","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160l \u2013 paragraph 3"]],"meta":{"created":"2019-07-03T06:52:37"},"new":["Member States shall ensure that a company","being divided makes an offer of adequate","cash compensation in the draft terms of the","cross-border division as specified in Article","160e(1)(q) to the members, referred to in","paragraph 1 of this Article, who wish to","exercise their right to dispose of their","shareholdings. Member States shall also","establish the period for the acceptance of","the offer which shall not in any event","exceed one month after the general","meeting referred to in Article 160k.","Member States shall further ensure that a","company is able to accept an offer valid for","information purposes and communicated","electronically to an address provided by the","company for that purpose. National law on","the form and validity of contracts for the","sale and transfer of shares in","undertakings shall remain unaffected."],"old":["Member States shall ensure that a company","being divided makes an offer of adequate","cash compensation in the draft terms of the","cross-border division as specified in Article","160e(1)(q) to the members, referred to in","paragraph 1 of this Article, who wish to","exercise their right to dispose of their","shareholdings. Member States shall also","establish the period for the acceptance of","","the offer which shall not in any event","exceed one month after the general","meeting referred to in Article 160k.","Member States shall further ensure that a","company is able to accept an offer","communicated electronically to an address","provided by the company for that purpose."],"orig_lang":"de","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"774","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Evelyn Regner, Sergio Gaetano Cofferati, Jytte Guteland","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-579","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) 2017/1132","Article 123 \u2013 paragraph 3"]],"meps":[96998,96915,124991],"meta":{"created":"2019-07-03T06:52:38"},"new":["3. Member States shall also ensure","that at least the following information","shall be disclosed, free of charge, at least","one month before the date of the general","meeting which is to decide thereon in the","respective national registers referred to in","Article 16:"],"old":["3. Where merging companies","disclose the common draft terms of the","cross-border merger in accordance with","paragraph 2 of this Article, the following","information shall be disclosed at least one","month before the date of the general","meeting which is to decide thereon in the","respective national registers referred to in","","Article 16:"],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"579","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-775","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160l \u2013 paragraph 3"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:37"},"new":["Member States shall ensure that a company","being divided makes an offer of adequate","cash compensation in the draft terms of the","cross-border division as specified in Article","160e(1)(q) to the members, referred to in","paragraph 1 of this Article, who wish to","exercise their right to dispose of their","shareholdings. Without prejudice to the","exercise of the exit right, members shall","communicate their intention to make use","of it before the general meeting. Member","States shall also establish the period for the","acceptance of the offer which shall not in","any event exceed one month after the","general meeting referred to in Article 160k.","Member States shall further ensure that a","company is able to accept an offer","communicated electronically to an address","provided by the company for that purpose."],"old":["Member States shall ensure that a company","being divided makes an offer of adequate","cash compensation in the draft terms of the","cross-border division as specified in Article","160e(1)(q) to the members, referred to in","paragraph 1 of this Article, who wish to","exercise their right to dispose of their","shareholdings. Member States shall also","establish the period for the acceptance of","the offer which shall not in any event","exceed one month after the general","meeting referred to in Article 160k.","Member States shall further ensure that a","company is able to accept an offer","communicated electronically to an address","provided by the company for that purpose."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"775","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Daniel Buda","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-580","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) 2017/1132","Article 123 \u2013 paragraph 3 \u2013 point a"]],"meps":[125012],"meta":{"created":"2019-07-03T06:52:38"},"new":["(a) the legal form, name and address of","the registered office of each of the merging","companies and the legal form, name and","registered office proposed for any newly","created company;","(This amendment applies throughout the","text. Adopting it will necessitate","corresponding changes throughout.)"],"old":["(a) the legal form, name and registered","office of each of the merging companies","and the legal form, name and registered","office proposed for any newly created","company;"],"orig_lang":"ro","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"580","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-776","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160l \u2013 paragraph 5"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:37"},"new":["5. Member States shall provide that","any member who has accepted the offer of","cash compensation referred to in paragraph","3, but who considers that the compensation","has not been adequately set, is entitled to","demand the recalculation of the cash","compensation offered before a national","court within 15 days of the acceptance of","the offer."],"old":["5. Member States shall provide that","any member who has accepted the offer of","cash compensation referred to in paragraph","3, but who considers that the compensation","has not been adequately set, is entitled to","demand the recalculation of the cash","compensation offered before a national","court within one month of the acceptance","of the offer."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"776","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Evelyn Regner, Sergio Gaetano Cofferati, Jytte Guteland","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-581","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],["Directive (EU) 2017/1132","Article 123 \u2013 paragraph 3 \u2013 point c"]],"meps":[96998,96915,124991],"meta":{"created":"2019-07-03T06:52:38"},"new":["(c) an indication, for each of the","merging companies, of the arrangements","made for the exercise of the rights of","creditors, members and employees, in","particular whether (i) a European works","council exists and how the necessary","information and consultation procedures","have been applied, (ii)employee board","level representation rights have been","considered (or are not applicable) and (iii)","where applicable, a special negotiating","body has been formed and (iv) where","applicable, the standard rules have been","applied;"],"old":["(c) an indication, for each of the","merging companies, of the arrangements","made for the exercise of the rights of","creditors, employees and members;",""],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"581","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-777","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160m \u2013 paragraph 2"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:37"},"new":["2. Member States shall ensure that","creditors, whose rights predate the cross-","border division plan, and, who are","dissatisfied with the protection of their","interests provided for in the draft terms of","the cross-border division, as provided for","in Article 160e, may apply to the","appropriate administrative or judicial","authority for adequate safeguards within","one month of the disclosure referred to in","Article 160j."],"old":["2. Member States shall ensure that","creditors, who are dissatisfied with the","protection of their interests provided for in","the draft terms of the cross-border division,","as provided for in Article 160e, may apply","to the appropriate administrative or judicial","authority for adequate safeguards within","one month of the disclosure referred to in","Article 160j."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"777","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Evelyn Regner, Sergio Gaetano Cofferati, Jytte Guteland","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.353-582","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 9"],[" Directive (EU) 2017/1132","Article 123 \u2013 paragraph 4 \u2013 subparagraph 2"]],"meps":[96998,96915,124991],"meta":{"created":"2019-07-03T06:52:38"},"new":["Member States shall lay down detailed","rules for the online disclosure of","documents and information referred to in","paragraphs 1 and 3. 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The report shall be made available,","at least electronically, to the members of","each of the merging companies not less","than one month before the date of the","general meeting referred to in Article 126.","The report shall also be made similarly","available to the representatives of the","employees of each of the merging","companies, or where there are no such","representatives, to the European Works","Council, the representatives of the","employees of each of the merging","companies, or where there are no such","representatives, to employees themselves","and the trade unions in the company.","However, where the approval of the merger","is not required by general meeting of the","acquiring company in accordance with","Article 126(3), the report shall be made","available, at least one month before the","date of the general meeting of the other","merging company or companies."],"old":["3. The report shall be made available,","at least electronically, to the members of","each of the merging companies not less","than one month before the date of the","general meeting referred to in Article 126.","","The report shall also be made similarly","available to the representatives of the","employees of each of the merging","companies, or where there are no such","representatives, to the employees","themselves. However, where the approval","of the merger is not required by general","meeting of the acquiring company in","accordance with Article 126(3), the report","shall be made available, at least one month","before the date of the general meeting of","the other merging company or companies."],"orig_lang":"en","peid":"PE628.353v01-00","reference":"2018/0114(COD)","seq":"593","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628353_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-789","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph 3 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:38"},"new":["3 a. The agreement reached shall","provide for at least the same level of","employee participation as operated in the","company prior to the conversion as well","as at least the level that would apply","following the rules in force concerning","employee participation, if any, in the","destination Member State. This level shall","be measured by reference to the","proportion of employee representatives","amongst the members of the","administrative or supervisory organ or","their committees or of the management","group which covers the profit units of the","company, subject to employee","representation."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"789","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-790","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 4"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:38"},"new":["deleted"],"old":["4. When regulating the principles","and procedures referred to in paragraph","3, Member States:","(a) shall confer on the special negotiating","body the right to decide, by a majority of","two thirds of its members representing at","least two thirds of the employees, not to","open negotiations or to terminate","negotiations already opened and to rely","on the rules on participation in force in","the Member States of each of the recipient","companies;","(b) may, in the case where, following prior","negotiations, standard rules for","participation apply and notwithstanding","such rules, decide to limit the proportion","of employee representatives in the","administrative organ of the recipient","companies. However, if in the company","being divided the employee","representatives constituted at least one","third of the administrative or supervisory","board, the limitation may never result in a","lower proportion of employee","representatives in the administrative","organ than one third;","(c) shall ensure that the rules on","participation that applied prior to the","cross-border division continue to apply","until the date of application of any","subsequently agreed rules or in the","absence of agreed rules until the","application of default rules in accordance","with point (a) of Part 3 of the Annex."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"790","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-791","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph 4"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:38"},"new":["deleted"],"old":["(a) shall confer on the special","negotiating body the right to decide, by a","majority of two thirds of its members","representing at least two thirds of the","employees, not to open negotiations or to","terminate negotiations already opened","and to rely on the rules on participation in","force in the Member States of each of the","recipient companies;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"791","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-792","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph 4 \u2013 point b"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:38"},"new":["deleted"],"old":["(b) may, in the case where, following","prior negotiations, standard rules for","participation apply and notwithstanding","such rules, decide to limit the proportion","of employee representatives in the","administrative organ of the recipient","companies. However, if in the company","being divided the employee","representatives constituted at least one","third of the administrative or supervisory","","board, the limitation may never result in a","lower proportion of employee","representatives in the administrative","organ than one third;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"792","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-793","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 4 \u2013 point c"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:38"},"new":["(c) shall ensure that the rules on","participation that applied prior to the cross-","border division continue to apply until the","date of application of any subsequently","agreed rules or in the absence of agreed","rules until the application of default rules","in accordance with point (g) of paragraph","3."],"old":["(c) shall ensure that the rules on","participation that applied prior to the cross-","border division continue to apply until the","date of application of any subsequently","agreed rules or in the absence of agreed","rules until the application of default rules","in accordance with point (a) of Part 3 of","the Annex."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"793","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-794","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160n \u2013 paragraph 5"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:38"},"new":["deleted"],"old":["5. The extension of participation","rights to employees of the recipient","companies employed in other Member","States, referred to in point (b) of","paragraph 2, shall not entail any","","obligation for Member States which","choose to do so to take those employees","into account when calculating the size of","workforce thresholds giving rise to","participation rights under national law."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"794","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-795","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160n \u2013 paragraph 7"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:38"},"new":["7. Where the company resulting from","the cross-border division is operating under","an employee participation system, that","company shall be obliged to take measures","to ensure that employees' participation","rights are protected in the event of any","subsequent cross-border or domestic","merger, division or conversion for a period","of ten years after the cross-border division","has taken effect, by applying, mutatis","mutandis, the rules laid down in paragraphs","1 to 6."],"old":["7. Where the company resulting from","the cross-border division is operating under","an employee participation system, that","company shall be obliged to take measures","to ensure that employees' participation","rights are protected in the event of any","subsequent cross-border or domestic","merger, division or conversion for a period","of three years after the cross-border","division has taken effect, by applying,","mutatis mutandis, the rules laid down in","paragraphs 1 to 6."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"795","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-796","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160o \u2013 paragraph 1"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:39"},"new":["1. Member States shall designate the","national authority competent to scrutinise","the legality of the cross-border divisions as","regards the part of the procedure which is","governed by the law of the Member State","of the company being divided, and to issue","a pre-division certificate attesting","compliance with all relevant conditions,","and the proper completion of all","procedures and formalities in that Member","State. The competent authority shall set","up appropriate coordination mechanisms","with other authorities and bodies in that","Member State working in the policy fields","covered by this Directive."],"old":["1. Member States shall designate the","national authority competent to scrutinise","the legality of the cross-border divisions as","regards the part of the procedure which is","governed by the law of the Member State","of the company being divided, and to issue","a pre-division certificate attesting","compliance with all relevant conditions,","and the proper completion of all","procedures and formalities in that Member","State."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"796","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-797","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160o \u2013 paragraph 1"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:39"},"new":["1. Member States shall designate the","national court, notary or other authority","competent to scrutinise the legality of the","cross-border divisions as regards the part","of the procedure which is governed by the","law of the Member State of the company","being divided, and to issue a pre-division","certificate attesting compliance with all","relevant conditions, and the proper","completion of all procedures and","formalities in that Member State."],"old":["1. Member States shall designate the","national authority competent to scrutinise","the legality of the cross-border divisions as","regards the part of the procedure which is","governed by the law of the Member State","of the company being divided, and to issue","a pre-division certificate attesting","compliance with all relevant conditions,","and the proper completion of all","procedures and formalities in that Member","State."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"797","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-798","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160o \u2013 paragraph 2 \u2013 point b"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:39"},"new":["(b) the reports referred to in Articles","160g, 160h and 160i, as appropriate, and","including the employees\u2019 opinion and","response of the management;"],"old":["(b) the reports referred to in Articles","160g, 160h and 160i, as appropriate;"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"798","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-799","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160p \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:39"},"new":["Member States shall ensure in order to","assess whether the cross-border division","constitutes an artificial arrangement within","the meaning of Article 160d(3) of this","Directive, the competent authority of the","company being divided shall carry out an","in-depth assessment of all relevant facts","and circumstances and shall take into","account at a minimum the following:","(i) the characteristics of the establishment","in the destination Member State, including","the intent, the sector, the investment, the","net turnover and profit or loss,","(ii) the number of employees working in","the country of destination, the number of","employees working in another country","grouped according to the country of work,","the number of employees posted in the","year prior to the conversion within the","meanings of Regulation (EC) No","883/2004and Directive 96/71/EC, the","number of employees working","simultaneously in more than one Member","State within the meaning of Regulation","(EC) No 883/2004,the composition of the","balance sheet,","(iii) the tax residence,","(iv) the assets and their location,","(v) the habitual place of work of the","employees and of specific groups of","employees,(vi) the places where social","contributions are due,","(vii) and the commercial risks assumed by","the converted company in the destination","Member State and the departure Member","State., and","(viii)the composition of the balance sheet","and of the financial statement in the","destination member state and in all","member States in which the company","operates in the last two fiscal years."],"old":["Member States shall ensure in order to","assess whether the cross-border division","constitutes an artificial arrangement within","the meaning of Article 160d(3) of this","Directive, the competent authority of the","company being divided shall carry out an","in-depth assessment of all relevant facts","and circumstances and shall take into","account at a minimum the following: the","characteristics of the establishment in the","Member States concerned, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and their","location, the habitual place of work of the","employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the company being","divided in the Member State of that","","company and Member States of recipient","companies."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"799","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-800","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160p \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:39"},"new":["Member States shall ensure in order to","assess whether the cross-border division","constitutes an artificial arrangement within","the meaning of Article 160d(3) of this","Directive, the competent authority of the","company being divided shall carry out an","in-depth assessment of all relevant facts","and circumstances.."],"old":["Member States shall ensure in order to","assess whether the cross-border division","constitutes an artificial arrangement within","the meaning of Article 160d(3) of this","Directive, the competent authority of the","company being divided shall carry out an","in-depth assessment of all relevant facts","and circumstances and shall take into","account at a minimum the following: the","characteristics of the establishment in the","Member States concerned, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and","their location, the habitual place of work","of the employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the company being","divided in the Member State of that","company and Member States of recipient","companies."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"800","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-801","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160p \u2013 paragraph 1 \u2013 subparagraph 1"]],"meps":[28393,96761],"meta":{"created":"2019-07-03T06:52:39"},"new":["Member States may ensure, that the","competent authority of the company being","divided carry out an in-depth assessment of","all relevant facts and circumstances, if","there are strong, objective suspicions that","the company is conducting the cross-","border division in order to avoid or breach","the law of its Member State. An in-depth","assessment shall take into account at a","minimum the following: the characteristics","of the establishment in the Member States","concerned, including the intent, the sector,","the investment, the net turnover and profit","or loss, number of employees, the","composition of the balance sheet, the tax","residence, the assets and their location, the","habitual place of work of the employees","and of specific groups of employees, the","place where social contributions are due","and the commercial risks assumed by the","company being divided in the Member","State of that company and Member States","of recipient companies."],"old":["Member States shall ensure in order to","assess whether the cross-border division","constitutes an artificial arrangement","within the meaning of Article 160d(3) of","this Directive, the competent authority of","the company being divided shall carry out","an in-depth assessment of all relevant facts","and circumstances and shall take into","","account at a minimum the following: the","characteristics of the establishment in the","Member States concerned, including the","intent, the sector, the investment, the net","turnover and profit or loss, number of","employees, the composition of the balance","sheet, the tax residence, the assets and their","location, the habitual place of work of the","employees and of specific groups of","employees, the place where social","contributions are due and the commercial","risks assumed by the company being","divided in the Member State of that","company and Member States of recipient","companies."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"801","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Jens Rohde, Ant\u00f3nio Marinho e Pinto","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-802","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160p \u2013 paragraph 1 \u2013 subparagraph 2"]],"meps":[96710,124742],"meta":{"created":"2019-07-03T06:52:39"},"new":["The elements referred to in Article","160i(3)(f) shall be taken into account but","may be only considered as indicative","factors in the overall assessment and","therefore shall not be considered in","isolation."],"old":["Those elements may be only considered as","indicative factors in the overall assessment","and therefore shall not be considered in","isolation."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"802","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-803","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160p \u2013 paragraph 1 \u2013 subparagraph 2 a (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:39"},"new":["Where relevant, the competent authority","shall ask questions to and receive","information from the competent authority","of the other Member State. The competent","authority shall ensure communication","between the independent expert and other","authorities in that Member State","responsible for any of the areas touched","upon by this Directive."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"803","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-804","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160p \u2013 paragraph 2"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:39"},"new":["2. Member States shall ensure that","where the competent authority referred to","in paragraph 1 of this Article decides to","carry out an in-depth assessment, it is able","to hear the company and all parties that","have submitted observations pursuant","Article 160j(1) in accordance with national","law. The competent authorities referred to","in paragraph 1 may also hear any other","interested third parties in accordance with","national law. The competent authority shall","take its final decision regarding the issue of","the pre-division certificate within five","months from the start of the in-depth","assessment."],"old":["2. Member States shall ensure that","where the competent authority referred to","in paragraph 1 of this Article decides to","carry out an in-depth assessment, it is able","to hear the company and all parties that","have submitted observations pursuant","Article 160j(1) in accordance with national","law. The competent authorities referred to","in paragraph 1 may also hear any other","interested third parties in accordance with","national law. The competent authority shall","take its final decision regarding the issue of","the pre-division certificate within two","months from the start of the in-depth","assessment."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"804","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-805","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160r \u2013 paragraph 1"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:39"},"new":["Member States shall designate an authority","competent to scrutinise the legality of the","cross-border divisions as regards that part","of the procedure which concerns the","completion of the cross-border division","governed by the law of the Member States","of the recipient companies and to approve","the cross-border division where it complies","with all the relevant conditions and all the","procedures and formalities in that Member","State have been properly completed. The","competent authority shall set up","appropriate coordination mechanisms","with other authorities and bodies in that","Member State working in the policy fields","covered by this Directive."],"old":["Member States shall designate an authority","competent to scrutinise the legality of the","cross-border divisions as regards that part","of the procedure which concerns the","completion of the cross-border division","governed by the law of the Member States","of the recipient companies and to approve","the cross-border division where it complies","with all the relevant conditions and all the","procedures and formalities in that Member","State have been properly completed."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"805","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Luis de Grandes Pascual, Axel Voss","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-806","location":[["Proposal for 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to approve","the cross-border division where it complies","","with all the relevant conditions and all the","procedures and formalities in that Member","State have been properly completed."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"806","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-807","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160v \u2013 title"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:39"},"new":["Article 160v","Liability of the independent experts and","members of management or","administrative organ"],"old":["Article 160v","Liability of the independent experts"],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"807","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-808","location":[[" Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],[" Directive (EU) 2017/1132","Article 160v \u2013 paragraph 2 (new)"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:39"},"new":["Member States shall lay down rules","governing the penal liability of members","of management or administrative organ of","company responsible for submitting a","false statement about the places of","business referred to in art. 86e par. 3."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"808","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Kosma Z\u0142otowski","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-809","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160v \u2013 paragraph 3 (new)"]],"meps":[124884],"meta":{"created":"2019-07-03T06:52:39"},"new":["A member of the management or","administrative body does not bear the","responsibility referred to in paragraph 2","of this article, when a change of places of","business activity results from economic","reasons that could not have been known","to the member of company's organ at the","time when the statement was submitted."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"809","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":"Pascal Durand on behalf of the Verts/ALE Group","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-810","location":[["Proposal for a directive","Article 1 \u2013 paragraph 1 \u2013 point 20"],["Directive (EU) 2017/1132","Article 160w \u2013 paragraph 2 (new)"]],"meps":[124693],"meta":{"created":"2019-07-03T06:52:39"},"new":["However, if during the year following the","date on which the cross-border conversion","takes effect, new information on this","cross-border conversion are brought to","the attention of the competent authorities","alleging of genuine suspicion of fraud,","the competent authorities shall proceed to","a revised assessment of the facts of the","case and can take effective, proportionate","and dissuasive sanctions, including","financial penalties, in cases of artificial","arrangements."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"810","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"},{"authors":" Ji\u0159\u00ed Ma\u0161t\u00e1lka, Kostas Chrysogonos","changes":{},"committee":["JURI"],"date":"2018-09-25T00:00:00","id":"PE628.354-811","location":[[" Proposal for a directive","Article 1 a (new)"]],"meps":[23704,125061],"meta":{"created":"2019-07-03T06:52:39"},"new":["Article 1 a","Definitions","(1) \"information\" means the informing of","the representative of the employees and/or","employees' representatives at the relevant","level by the competent organ of the","company on questions which concern the","company itself and any of its subsidiaries","or establishments situated in another","Member State or which exceed the powers","of the decision-making organs in a single","Member State at a time, in a manner and","with a content which allows the","employees' representatives to undertake","an in-depth assessment of the possible","impact and, where appropriate, prepare","consultations with the competent organ of","the company;","(2) \u201cconsultation\" means the","establishment of dialogue and exchange","of views between 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The Commission shall, no later","than three years after [OP please insert the","date of the end of the transposition period","of this Directive], carry out an evaluation","of this Directive and present a Report on","the findings to the European Parliament,","the Council and the European Economic","and Social Committee accompanied, where","appropriate, by a legislative proposal.","Member States shall provide the","Commission with the information","necessary for the preparation of that report,","in particular by providing data on the","number of cross-border conversions,","mergers and divisions, their duration and","related costs."],"old":["1. The Commission shall, no later","than five years after [OP please insert the","date of the end of the transposition period","of this Directive], carry out an evaluation","of this Directive and present a Report on","the findings to the European Parliament,","the Council and the European Economic","and Social Committee accompanied, where","appropriate, by a legislative proposal.","Member States shall provide the","Commission with the information","necessary for the preparation of that report,","in particular by providing data on the","number of cross-border conversions,","mergers and divisions, their duration and","","related costs."],"orig_lang":"en","peid":"PE628.354v01-00","reference":"2018/0114(COD)","seq":"812","src":"http://www.europarl.europa.eu/doceo/document/JURI-AM-628354_EN.pdf"}],"changes":{"2018-05-18T04:02:10":[{"data":[{"body":"EC","commission":[{"Commissioner":"JOUROV\u00c1 V\u011bra","DG":{"title":"Justice and Consumers","url":"http://ec.europa.eu/info/departments/justice-and-consumers_en"}}],"date":"2018-04-25T00:00:00","docs":[{"celexid":"CELEX:52018PC0241:EN","title":"COM(2018)0241","type":"Legislative proposal published","url":"http://www.europarl.europa.eu/RegData/docs_autres_institutions/commission_europeenne/com/2018/0241/COM_COM(2018)0241_EN.pdf"}],"type":"Legislative proposal published"}],"path":["activities"],"type":"added"},{"data":[{"body":"EC","commissioner":"JOUROV\u00c1 V\u011bra","dg":{"title":"Justice and Consumers","url":"http://ec.europa.eu/info/departments/justice-and-consumers_en"}}],"path":["other"],"type":"added"},{"data":[{"body":"EP","committee":"ECON","committee_full":"Economic and Monetary Affairs","responsible":false},{"body":"EP","committee":"EMPL","committee_full":"Employment and Social Affairs","responsible":false},{"body":"EP","committee":"IMCO","committee_full":"Internal Market and Consumer Protection","responsible":false},{"body":"EP","committee":"JURI","committee_full":"Legal Affairs","date":"2018-05-15T00:00:00","rapporteur":[{"group":"S&D","mepref":"4f1adaa9b819f207b3000083","name":"REGNER Evelyn"}],"responsible":true}],"path":["committees"],"type":"added"},{"data":{},"path":["links"],"type":"added"},{"data":{"Mandatory consultation of other institutions":"European Economic and Social Committee","instrument":"Directive","legal_basis":["Treaty on the Functioning of the EU TFEU 050-p1","Treaty on the Functioning of the EU TFEU 050-p2"],"reference":"2018/0114(COD)","stage_reached":"Preparatory phase in Parliament","subject":["2.40.01 Right of establishment","2.60.04 Economic concentration, mergers, takeover bids, holding companies","3.45.01 Company law"],"subtype":"Legislation","summary":["Amending Directive (EU) 2017/1132","See also"],"title":"Cross-border conversions, mergers and divisions","type":"COD - Ordinary legislative procedure (ex-codecision procedure)"},"path":["procedure"],"type":"added"}],"2018-05-24T04:15:07":[{"data":[{"group":"GUE/NGL","mepref":"4f1ad979b819f207b300001b","name":"MA\u0160T\u00c1LKA Ji\u0159\u00ed"}],"path":["committees",3,"shadows"],"type":"added"}],"2018-05-30T04:31:20":[{"data":["
PURPOSE: to propose new company law rules to\nfacilitate the conversions, mergers and divisions of companies\nwithin the Single Market.
\nPROPOSED ACT: Directive of the European Parliament and\nof the Council.
\nROLE OF THE EUROPEAN PARLIAMENT: the European\nParliament decides in accordance with the ordinary legislative\nprocedure and on an equal footing with the Council.
\nBACKGROUND: there are around 24 million\ncompanies in the EU, out of which approximately 80% are limited\nliability companies. Around 98-99% of limited liability companies\nare SMEs. The freedom of establishment plays a crucial role in the\ndevelopment of the Single Market as it allows corporate entities to\npursue economic activities in other Member States on a stable\nbasis. However, in practice the exercise of the freedom of\nestablishment by companies remains difficult, in particular\nbecause company law is not sufficiently adapted to cross-border\nmobility in the EU.
\nThe Court of Justice of the European Union\n(ECJ) has considered that the freedom of\nestablishment enshrined in Article 49 TFEU entails the right, for\ncompanies established in a Member State, to transfer their seat to\nanother Member State through a cross-border conversion without\nlosing their legal personality. In particular in its recent\njudgement Polbud, the ECJ confirmed the right of companies to\ncarry out cross-border conversions on the basis of the freedom of\nestablishment.
\nCurrently, companies wishing to move their registered\noffices cross-border need to rely on Member States' laws. Such\nlaws, where they exist, are often incompatible or difficult to\ncombine with each other. Moreover, more than half of the Member\nStates do not provide any specific rules allowing for cross-border\nconversions. SMEs are in particular negatively impacted since often\nthey lack resources to perform cross-border procedures through\ncostly and complicated alternative methods. This also means that\nthe protection of stakeholders such as employees, creditors or\nminority shareholders is often ineffective or insufficient due to\nthe lack of, overlapping or contradictory rules.
\nTherefore, the Commission considers that the EU\nlegislator needs to step in and provide for rules on\ncross-border conversion with adequate and proportionate\nsafeguards for employees, creditors and shareholders to create a\ndynamic and fair Single Market.
\nIMPACT ASSESSMENT: the chosen options consist in\nintroducing:
\nAccording to the Commission, the new common rules on\ncross-border conversions and divisions would result in\nsavings of between EUR 12 000 and EUR 37 000 (for divisions)\nand between EUR 12 000 and 19 000 (for conversions) depending on\nthe size of the companies and Member States concerned.
\nCONTENT: this proposal to amend Directive\n(EU) 2017/1132 of the European Parliament and of the Council on\ncross-border mergers of limited liability companies introduces a\nnew European legal framework for cross-border divisions of\ncompanies and firms.
\nThe objective of this proposal is two-fold: provide\nspecific and comprehensive procedures for cross-border\nconversions, divisions and mergers to foster cross-border mobility\nin the EU while, at the same time, offering company stakeholders\nadequate protection in order to safeguard the fairness of\nthe Single Market.
\n(1) Cross-border conversions: the proposal should allow companies to carry out a\ncross-border conversion by converting the legal form they have in\none Member State into a similar legal form in another Member State.\nThis process should ensure: (i) that companies retain their legal\npersonality throughout the procedure, without being obliged to\ndissolve or wind up in the departure Member State, and (ii) that\nthey constitute a new entity in the Member State of\ndestination.
\nA crucial element of the procedure is that it would\nprevent a cross-border conversion where it is determined\nthat it constitutes an abuse, namely in cases where it\nconstitutes an artificial arrangement aimed at obtaining undue tax\nadvantages or at unduly prejudicing the legal or contractual rights\nof employees, creditors or minority members.
\nThe first step in the procedure would be the\npreparation of the draft terms of the cross-border conversion and\ntwo targeted reports addressed to shareholders and employees on the\nimplications that the cross-border conversion will have.
\nThereafter, the company is to take a decision at the\ngeneral meeting on whether to pursue the cross-border conversion.\nThat decision, together with the relevant information and\ndocuments, would then be submitted to the competent national\nauthority of the Member State of departure which is responsible to\ndecide whether to issue a pre-conversion certificate or\nnot.
\nThe authority would determine if all conditions for\nthe cross-border conversion laid down in the Directive and in\nnational law are fulfilled, including whether the company is\nsolvent, the requisite majority of shareholders has approved the\nconversion at a general meeting and employees, minority\nshareholders and creditors are protected within the remit\nprescribed by the Directive. During this phase, the authority would\nalso determine whether there is an artificial arrangement. If such\nan arrangement were to be established, the operation would be\ninterrupted by the national authority of the Member State of\ndeparture even before the conversion may take place.
\nThe pre-conversion certificate shall be sent without\ndelay to the competent authority of the Member State of destination\nwhich should examine the legality of the processing. Once the\nlegality check has been carried out, a company would be registered\nin the register of a Member State of destination and deregistered\nin the register of a Member State of departure. The conversion\nshall then become legally effective.
\n(2) Cross-border mergers: the proposal seeks to address the shortcomings in\nthe existing texts by providing in particular for harmonised rules\nfor the protection of creditors and shareholders.
\nThe company should provide, in the cross-border\ntransformation project, the protection it intends to provide to\ncreditors and shareholders. Creditors not satisfied with the\nprotection offered could apply to the appropriate administrative or\njudicial authority for adequate safeguards. Shareholders who have\nnot voted for cross-border mergers or do not have voting rights\nwould have the right to leave the company (sell their shares) and\nreceive adequate compensation.
\nFurthermore, the proposed rules ensure that\nworkers shall be informed of the implications that the\nproposed cross-border merger will have for workers.
\n(3) Cross-border divisions: the proposal also simplifies the procedures allowing\nany capital company to carry out a cross-border\ndivision.
\nThe objectives of the harmonised rules on\ncross-border divisions remain similar to cross-border\nconversions: (i) enable companies to divide cross-border in an\norderly, efficient and effective manner; (ii) protect the most\naffected stakeholders such as employees, creditors and shareholders\nin a suitable and proportionate manner.
\nThe procedure would ensure the scrutiny of\nlegality of the cross-border division by the competent authority of\nthe company being divided and by the authorities of the recipient\ncompanies in the light of all relevant facts and information. As in\nconversions, a crucial element of the procedure would be preventing\na cross-border division where it is determined that it constitutes\nan abuse.
\nPURPOSE: to propose new company law rules to\nfacilitate the conversions, mergers and divisions of companies\nwithin the Single Market.
\nPROPOSED ACT: Directive of the European Parliament and\nof the Council.
\nROLE OF THE EUROPEAN PARLIAMENT: the European\nParliament decides in accordance with the ordinary legislative\nprocedure and on an equal footing with the Council.
\nBACKGROUND: there are around 24 million\ncompanies in the EU, out of which approximately 80% are limited\nliability companies. Around 98-99% of limited liability companies\nare SMEs. The freedom of establishment plays a crucial role in the\ndevelopment of the Single Market as it allows corporate entities to\npursue economic activities in other Member States on a stable\nbasis. However, in practice the exercise of the freedom of\nestablishment by companies remains difficult, in particular\nbecause company law is not sufficiently adapted to cross-border\nmobility in the EU.
\nThe Court of Justice of the European Union\n(ECJ) has considered that the freedom of\nestablishment enshrined in Article 49 TFEU entails the right, for\ncompanies established in a Member State, to transfer their seat to\nanother Member State through a cross-border conversion without\nlosing their legal personality. In particular in its recent\njudgement Polbud, the ECJ confirmed the right of companies to\ncarry out cross-border conversions on the basis of the freedom of\nestablishment.
\nCurrently, companies wishing to move their registered\noffices cross-border need to rely on Member States' laws. Such\nlaws, where they exist, are often incompatible or difficult to\ncombine with each other. Moreover, more than half of the Member\nStates do not provide any specific rules allowing for cross-border\nconversions. SMEs are in particular negatively impacted since often\nthey lack resources to perform cross-border procedures through\ncostly and complicated alternative methods. This also means that\nthe protection of stakeholders such as employees, creditors or\nminority shareholders is often ineffective or insufficient due to\nthe lack of, overlapping or contradictory rules.
\nTherefore, the Commission considers that the EU\nlegislator needs to step in and provide for rules on\ncross-border conversion with adequate and proportionate\nsafeguards for employees, creditors and shareholders to create a\ndynamic and fair Single Market.
\nIMPACT ASSESSMENT: the chosen options consist in\nintroducing:
\nAccording to the Commission, the new common rules on\ncross-border conversions and divisions would result in\nsavings of between EUR 12 000 and EUR 37 000 (for divisions)\nand between EUR 12 000 and 19 000 (for conversions) depending on\nthe size of the companies and Member States concerned.
\nCONTENT: this proposal to amend Directive\n(EU) 2017/1132 of the European Parliament and of the Council on\ncross-border mergers of limited liability companies introduces a\nnew European legal framework for cross-border divisions of\ncompanies and firms.
\nThe objective of this proposal is two-fold: provide\nspecific and comprehensive procedures for cross-border\nconversions, divisions and mergers to foster cross-border mobility\nin the EU while, at the same time, offering company stakeholders\nadequate protection in order to safeguard the fairness of\nthe Single Market.
\n(1) Cross-border conversions: the proposal should allow companies to carry out a\ncross-border conversion by converting the legal form they have in\none Member State into a similar legal form in another Member State.\nThis process should ensure: (i) that companies retain their legal\npersonality throughout the procedure, without being obliged to\ndissolve or wind up in the departure Member State, and (ii) that\nthey constitute a new entity in the Member State of\ndestination.
\nA crucial element of the procedure is that it would\nprevent a cross-border conversion where it is determined\nthat it constitutes an abuse, namely in cases where it\nconstitutes an artificial arrangement aimed at obtaining undue tax\nadvantages or at unduly prejudicing the legal or contractual rights\nof employees, creditors or minority members.
\nThe first step in the procedure would be the\npreparation of the draft terms of the cross-border conversion and\ntwo targeted reports addressed to shareholders and employees on the\nimplications that the cross-border conversion will have.
\nThereafter, the company is to take a decision at the\ngeneral meeting on whether to pursue the cross-border conversion.\nThat decision, together with the relevant information and\ndocuments, would then be submitted to the competent national\nauthority of the Member State of departure which is responsible to\ndecide whether to issue a pre-conversion certificate or\nnot.
\nThe authority would determine if all conditions for\nthe cross-border conversion laid down in the Directive and in\nnational law are fulfilled, including whether the company is\nsolvent, the requisite majority of shareholders has approved the\nconversion at a general meeting and employees, minority\nshareholders and creditors are protected within the remit\nprescribed by the Directive. During this phase, the authority would\nalso determine whether there is an artificial arrangement. If such\nan arrangement were to be established, the operation would be\ninterrupted by the national authority of the Member State of\ndeparture even before the conversion may take place.
\nThe pre-conversion certificate shall be sent without\ndelay to the competent authority of the Member State of destination\nwhich should examine the legality of the processing. Once the\nlegality check has been carried out, a company would be registered\nin the register of a Member State of destination and deregistered\nin the register of a Member State of departure. The conversion\nshall then become legally effective.
\n(2) Cross-border mergers: the proposal seeks to address the shortcomings in\nthe existing texts by providing in particular for harmonised rules\nfor the protection of creditors and shareholders.
\nThe company should provide, in the cross-border\ntransformation project, the protection it intends to provide to\ncreditors and shareholders. Creditors not satisfied with the\nprotection offered could apply to the appropriate administrative or\njudicial authority for adequate safeguards. Shareholders who have\nnot voted for cross-border mergers or do not have voting rights\nwould have the right to leave the company (sell their shares) and\nreceive adequate compensation.
\nFurthermore, the proposed rules ensure that\nworkers shall be informed of the implications that the\nproposed cross-border merger will have for workers.
\n(3) Cross-border divisions: the proposal also simplifies the procedures allowing\nany capital company to carry out a cross-border\ndivision.
\nThe objectives of the harmonised rules on\ncross-border divisions remain similar to cross-border\nconversions: (i) enable companies to divide cross-border in an\norderly, efficient and effective manner; (ii) protect the most\naffected stakeholders such as employees, creditors and shareholders\nin a suitable and proportionate manner.
\nThe procedure would ensure the scrutiny of\nlegality of the cross-border division by the competent authority of\nthe company being divided and by the authorities of the recipient\ncompanies in the light of all relevant facts and information. As in\nconversions, a crucial element of the procedure would be preventing\na cross-border division where it is determined that it constitutes\nan abuse.
\n