BETA

Activities of Jasenko SELIMOVIC related to 2018/0114(COD)

Shadow opinions (1)

2016/11/22
Committee: EMPL
Dossiers: 2018/0114(COD)
Documents: PDF(426 KB) DOC(229 KB)

Amendments (67)

Jasenko SELIMOVIC

Proposal for a directive
Recital 7

~~(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. 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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Recital 11

(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~~. T~~ 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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Recital 12

(12) In order to provide information to its employees, th~~e company carrying out the cross-border conversion should prepare a report~~is report should also explain~~ing~~ the implications of the proposed cross-border conversion for ~~employees. The repor~~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’ places of business and how each of these factors would relate to any subsidiaries of the company. Thise 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).

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Recital 20

(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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Recital 28

(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~~a detailed report on the legal and economic aspects of the cross-border merger for both members ~~and for employee~~, 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 pr~~epare the report~~ovide 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 re~~port prepared for~~quirement 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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Recital 29

(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~~, 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).

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Recital 43

(43) In order to provide information to its members and employees, the company being divided should prepare a report~~. T~~ 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’ 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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Recital 43

(43) In order to provide information to its members and employees, the company being divided should prepare a report. TWith 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’ 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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Recital 44

(44) ~~In order to provide information its employees, the company being divided should prepare a report~~The report should also explain~~ing~~ the implications of the proposed cross-border division for employees. ~~The repor~~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’ 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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Recital 56

(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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 c – paragraph 3

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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 d – paragraph 1 – introductory part

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~~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:

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 d – paragraph 1 – point k

(k) where ~~appropriate~~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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 e – Title

Report of the management or administrative organ to the members and to the representatives of the employees

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (UE) 2017/1132
Article 86 e– paragraph 1

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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

(ca) the implications of the cross- border conversion of the safeguarding of employment relationships;

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 e – paragraph 2– point c b (new)

(cb) any material changes in the conditions of employment and in the location of the company´s places of business;

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 e – paragraph 2 – point c c (new)

(cc) whether the factors set out in points (a), (c a) and (c b) also relate to any subsidiaries of the company.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 e–paragraph 3

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~~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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 e – paragraph 3 a (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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 e – paragraph 4

4. However, th~~at report~~e 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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 e – paragraph 4 a (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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 f

~~Article 86f Report of t~~deleted 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’s 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 pThe 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 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.to 6 are without

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 g– paragraph 1

1. 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 provisoions set out in paragraph 6 of this Article.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 g – paragraph 1 – subparagraph 2 – point b

(b) the reports referred to in Articles 86e ~~and 86f~~.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 g – paragraph 2

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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 h – paragraph 1 – point b

(b) the independent expert report referred to in Article 86g, where applicable, and without disclosing any confidential information;

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 h – paragraph 1 – point c a (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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 i– paragraph 1

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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 j – paragraph 2

2. Member States shall ensure that the members referred to in paragraph 1, may dispose of their shareholdings, in consideration of a~~dequ~~ppropriate cash compensation paid, once the cross-border conversion has taken effect in accordance with Article 86r, to one or more of the following:

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86 j – paragraph 3

3. Member States shall ensure that a company carrying out a cross-border conversion makes an offer of a~~dequ~~ppropriate 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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86l – paragraph 2 – introductory part

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:

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 3

Directive (EU) 2017/1132
Article 86m – paragraph 2 – point b

(b) the reports referred to in Articles 86e~~, 86f~~ and 86g~~, as appropriate~~;

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 9

Directive (EU) 2017/1132
Article 124 – title

Article 124 Report of the management or administrative organ to the members and to the representatives of the employees

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 9

Directive (EU) 2017/1132
Article 124 – paragraph 1 – introductory part

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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 9

Directive (EU) 2017/1132
Article 124 – paragraph 2 – point e a (new)

(ea) the implications of the cross- border merger on the safeguarding of the employment relationships;

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 9

´Directive (EU) 2017/1132
Article 124 – paragraph 2 – point e b (new)

(eb) any material changes in the conditions of employment and in the locations of the companies places of business

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 9

Directive (EU) 2017/1132
Article 124 – paragraph 2 – point e c (new)

(ec) whether the factors set out in points (a), (ea), and (eb) also relate to any subsidiaries of the merging companies.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 9

Directive (EU) 2017/1132
Article 124 – paragraph 3

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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 9

Directive (EU) 2017/1132
Article 124 – paragraph 3 a (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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 9

Directive (EU) 2017/1132
Article 124–paragraph 4

4. However, the ~~report~~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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 9

Directive (EU) 2017/1132
Article 124– paragraph 4 a (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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 10

Directive (EU) 2017/1132
Article 124 a

(10) the following Article 124a is inserted: “Article 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’ 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.;”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

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 12 – point a

Directive (EU) 2017/1132
Article 126 – paragraph 1

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.;

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 13

Directive 2017/1132
Article 126a

2. Member States shall ensure that the members referred to in paragraph 1 of this Article, may dispose of their shareholdings in consideration of a~~dequ~~ppropriate cash compensation, paid, once the cross-border merger has taken effect in accordance with Article 129, to one or more of the following:

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 13

Directive (EU) 2017/1132
Article 126a

3. Member States shall ensure that each of the merging companies makes an offer of a~~dequ~~ppropriate 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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 17 – point b

Directive (EU) 2017/1132
Article 132 – paragraph 3

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.;

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive 2017/1132
Article 160d – paragraph 3

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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160e – paragraph 1 – introductory part

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:

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 1–paragraph 1– point l

~~(l)~~ where ~~appropriate~~they exist, 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;

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160g – title

Article 160g Report of the management or administrative organ to the members and to the representatives of the employees

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160g – paragraph 1

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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160g – paragraph 2 – point e a (new)

(ea) the implications of the cross- border division on the safeguarding of the employment relationships;

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160g – paragraph 2 – point e b (new)

(eb) any material change in the conditions of employment and the locations of the companies ‘places of business;

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160g – paragraph 2 – point e c (new)

(ec) whether the factors set out in points (a), 8f) and (g) also relate to any subsidiaries of the company being divided.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160g – paragraph 3 a (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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160 g – paragraph 4

4. However, the ~~report~~information referred to in points (b) to (e) of paragraph 1, shall not be required where all the members of the company being divided have agreed to waive this document. 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 information referred to in points (f9, (g), and (h) of paragraph 1 shall not be required.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160g – paragraph 4 a (new)

4a. Paragraph 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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

~~Article 160h Report of t~~deleted The management or administrative organ to the employees 1. organ of the company being divided shall draw up a report explaining the implications of the cross-border division for employees. 2. paragraph 1 shall in particular explain the following: (a) 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; (b) border division on the safeguarding ofThe report referred to in the implications of the cross- the eimployment relationships; (c) conditions of employment and the locations of the companies’ places of business; (d) points (a), (b) and (c) also relate to any subsidiaries of the company being divided. 3. 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. 4. 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. 5. 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. 6. 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.ications of the cross- any material change in the whether the factors set out in The report referred to in Where the management or However, where the company Paragraphs 1 to 5 are without

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160i–paragraph 1

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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

(b) the reports referred to in Articles 160g ~~and 160h~~.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160j – paragraph 1 – point b

(b) the independent expert report referred to in Article 160i, where applicable and without disclosing any confidential information;

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160k – paragraph 1

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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160l – paragraph 2

2. Member States shall ensure that the members referred to in paragraph 1, may dispose of their shareholdings, in consideration of a~~dequ~~ppropriate cash compensation paid, once the cross-border division has taken effect in accordance with Article 160t, by one or more of the following:

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160l – paragraph 3

3. Member States shall ensure that a company being divided makes an offer of a~~dequ~~ppropriate 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.

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160n – paragraph 2

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:

2018/10/01
Committee: EMPL

Jasenko SELIMOVIC

Proposal for a directive
Article 1 – paragraph 1 – point 20

Directive (EU) 2017/1132
Article 160o – paragraph 2 – point b

(b) the reports referred to in Articles 160g, ~~160h~~ and 160i~~, as appropriate~~;

2018/10/01
Committee: EMPL