2016/2065(INI) Cross border mergers and divisions
Lead committee dossier:
Progress: Procedure completed
| Role | Committee | Rapporteur | Shadows |
|---|---|---|---|
| Lead | JURI |
GASBARRA Enrico ( S&D)
|
RADEV Emil ( PPE),
DZHAMBAZKI Angel ( ECR),
CAVADA Jean-Marie ( ALDE)
|
Lead committee dossier:
Legal Basis:
RoP 54
Legal Basis:
RoP 54Subjects
Events
2017/11/20
EC - Commission response to text adopted in plenary
Documents
2017/06/13
EP - Results of vote in Parliament
Documents
2017/06/13
EP - Decision by Parliament
Details
The European Parliament adopted by 490 votes to 46, with 103 abstentions, a resolution on cross-border mergers and divisions.
Members recalled that the obstacles to full implementation of the Directive on cross-border mergers and the fact that there is no European Union law on cross-border divisions of undertakings entails manifest procedural, administrative and financial difficulties for the businesses concerned, as well as the risk of abuses and dumping.
The public consultation launched by the Commission in September 2014 provided information about the existing barriers to cross-border operations and about the amendments that needed to be made to existing legislation.
Stressing the importance of establishing a framework which regulates comprehensively the mobility of undertakings at European level, Parliament called on the Commission to devote attention to the results of the public consultation and propose new rules on cross-border mergers and divisions in the objectives of boosting internal market and fostering workers’ rights.
Mergers : Members called for the revision of Directive 2005/56/EC on cross-border mergers of limited liability companies in order to improve its implementation and to take into account recent developments in both the case law of the CJEU on freedom of establishment of companies and in European company law.
The future legislative proposal should contain a fresh set of rules covering divisions of companies and should set out guidelines for further legislation on the mobility of companies.
Divisions: while recalling that Directive 82/891/EEC only regulates divisions of undertakings within a Member State, Members noted that the figures on domestic divisions show a real need to establish a special EU framework for cross-border divisions . They stressed that any new directive should not be used as a formal instrument for divisions in an undertaking for the purpose of forum shopping to avoid legal obligations under national law.
Necessary amendments : the resolution c onsidered it important that future legislative proposals on the mobility of undertakings should include provisions concerning maximum harmonisation – particularly regarding:
procedural standards, assets and liabilities and accounting issues; the rights of minority shareholders ; the establishment of minimum standards of information, consultation and codetermination of workers to improve their protection, in particular against social dumping.
Documents
2017/06/13
EP - End of procedure in Parliament
2017/05/09
EP - Committee report tabled for plenary
Details
The Committee on Legal Affairs adopted the report by Enrico GASBARRA (S&D, IT) on cross-border mergers and divisions.
Members recalled that in September 2014, the European Commission launched a public consultation procedure on cross-border mergers and divisions of undertakings. This consultation made it possible to gather information about the existing barriers to cross-border operations and about the amendments that needed to be made to existing legislation.
Stressing the importance of establishing a framework which regulates comprehensively the mobility of undertakings at European level, Members called on the Commission to devote attention to the results of the public consultation and propose new rules on cross-border mergers and divisions in the objectives of boosting internal market and fostering workers’ rights.
Members called for the revision of Directive 2005/56/EC on cross-border mergers of limited liability companies in order to improve its implementation and to take into account recent developments in both the case law of the CJEU on freedom of establishment of companies and in European company law.
The future legislative proposal should contain a fresh set of rules covering divisions of companies and should set out guidelines for further legislation on the mobility of companies.
Moreover, while recalling that Directive 82/891/EEC only regulates divisions of undertakings within a Member State, Members noted that the figures on domestic divisions show a real need to establish a special EU framework for cross-border divisions .
The report considered it important that future legislative proposals on the mobility of undertakings should include provisions concerning maximum harmonisation – particularly regarding:
procedural standards, assets and liabilities and accounting issues; the rights of minority shareholders ; the establishment of minimum standards of information, consultation and codetermination of workers to improve their protection, in particular against social dumping.
Documents
2017/05/04
EP - Vote in committee
2017/02/22
EP - Amendments tabled in committee
Documents
2016/12/16
EP - Committee draft report
Documents
2016/06/14
EP - GASBARRA Enrico (S&D) appointed as rapporteur in JURI
2016/04/28
EP - Committee referral announced in Parliament
Documents
- Commission response to text adopted in plenary: SP(2017)574
- Results of vote in Parliament: Results of vote in Parliament
- Decision by Parliament: T8-0248/2017
- Committee report tabled for plenary: A8-0190/2017
- Amendments tabled in committee: PE599.811
- Committee draft report: PE595.722
- Committee draft report: PE595.722
- Amendments tabled in committee: PE599.811
- Commission response to text adopted in plenary: SP(2017)574
Votes
A8-0190/2017 - Enrico Gasbarra - Vote unique #
2017/06/13 Outcome: +: 490, 0: 103, -: 46
Verts/ALE
EFDD
GUE/NGL
ENF
NI| Amendments | Dossier |
| 66 |
2016/2065(INI)
2017/02/22
JURI
66 amendments...
Amendment 1 #
Motion for a resolution Citation 6 a (new) - having regard to its resolution of 12 March 2009 on employees' participation in companies with a European statute and other accompanying measures1a , _________________ 1a Texts adopted, P7_TA(2009)0131
Amendment 10 #
Motion for a resolution Recital E E. whereas the transfer of a registered office should not circumvent legal, social and fiscal requirements laid down in the law of the European Union and of the Member States of origin but should rather have the aim of establishing a uniform legal framework which ensures maximum transparency and simplification of procedures
Amendment 11 #
Motion for a resolution Recital F a (new) F a. whereas the relevant EU acquis provides for a wide set of information, consultation and participation rights for workers; whereas Directive 2009/38/EC1a and Directive 2005/56/CE, guarantee cross-border workers' participation and set the principle of pre-existing rights; whereas it is considered that those workers’ rights should also be protected in case of transfer of seat; _________________ 1aDirective 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)
Amendment 12 #
Motion for a resolution Recital F a (new) F a. whereas all new initiatives in European company law should be based on an in-depth evaluation and assessment of existing company law forms, the relevant judgements of the Court of Justice of the European Union on cross- board mobility of companies, and on impact assessments reflecting the interests of all stakeholders, including shareholders, creditors, investors and workers, ensuring the principles of subsidiarity and proportionality;
Amendment 13 #
Motion for a resolution Paragraph 1 1. Draws attention to the
Amendment 14 #
Motion for a resolution Paragraph 2 2. Calls on the Commission to devote attention to the results of the public consultation conducted between 8 September 2014 and 2 February 2015 on the possible revision of Directive 2005/56/EC and the possible introduction of a legislative framework regulating cross- border divisions; recalls that the results of the consultation indicated that there was a certain consensus on the priorities for legislation on cross-border mergers and divisions in the goals of boosting internal market and fostering workers rights;
Amendment 15 #
Motion for a resolution Paragraph 3 3. Considers it important that future legislative proposals on the mobility of undertakings should include provisions concerning
Amendment 16 #
Motion for a resolution Paragraph 3 3. Considers it important that future legislative proposals on the mobility of undertakings should include provisions concerning maximum harmonisation - particularly regarding procedural standards, the rights of corporate governance players, particularly the smaller of them, and the extension of applicability to all entities defined as companies or firms as referred to in Article 54 TFEU - followed by other sectoral rules
Amendment 17 #
Motion for a resolution Paragraph 3 3. Considers it important that future legislative proposals on the mobility of undertakings should include provisions concerning m
Amendment 18 #
Motion for a resolution Paragraph 3 a (new) 3 a. Calls on the Commission to start a consultation on the basis of Article 154 TFEU with the social partners in order to evaluate the provisions on workers' information, consultation and participation in the European single market and to further promote, enhance and strengthen the existing provisions to ensure a European-wide protection of workers' rights, especially their right to information, consultation and participation in supervisory boards;
Amendment 19 #
Motion for a resolution Paragraph 4 Amendment 2 #
Motion for a resolution Citation 8 a (new) - having regard to the report on workers representation on board level in Europe (2015/2222(INI)),
Amendment 20 #
Motion for a resolution Paragraph 4 4. Considers that the new rules concerning mergers, divisions and transfers of registered office of undertakings should take account of the
Amendment 21 #
Motion for a resolution Paragraph 4 4. Considers that the new rules concerning mergers, divisions and transfers of registered office of undertakings should
Amendment 22 #
Motion for a resolution Paragraph 4 4. Considers that the new rules concerning mergers, divisions and transfers of registered office of undertakings should take account of
Amendment 23 #
Motion for a resolution Paragraph 4 a (new) 4 a. calls on the Commission to submit a proposal for o directive on European standards for workers' participation in European company law forms and in company boards created under European law;
Amendment 24 #
Motion for a resolution Paragraph 4 a (new) 4 a. Calls, with respect to the number of workers' representatives sitting on the supervisory boards of companies, including direct or indirect subsidiaries, for a new directive introducing a "workers board-level representation- escalator" increasing parity depending on the size of the company in the following manner: a low proportion of workers' board-level representation (2 or 3 representatives) would be applied to small companies with 50 to 250 employees; a higher proportion (one third) of participation for companies with 250 to 1,000 employees; a robust parity (half of the seats) for big companies with more than 1,000 employees;
Amendment 25 #
Motion for a resolution Paragraph 4 a (new) 4 a. Considers that new rules on mergers, divisions and transfers of seats should facilitate the mobility of companies within the Union, taking account of their business needs for restructuring in order to better use the opportunities of the internal market;
Amendment 26 #
Motion for a resolution Paragraph 4 b (new) 4 b. Draws attention to the importance of removing obstacles arising from conflicts of laws for the purpose of determining the national law applicable;
Amendment 27 #
Motion for a resolution Paragraph 5 5. Stresses the positive effectiveness of Directive 2005/56/EC on cross-border mergers of limited liability companies, which has served to facilitate cross-border mergers
Amendment 28 #
Motion for a resolution Paragraph 5 5. Stresses the positive effectiveness of Directive 2005/56/EC on cross-border mergers of limited liability companies, which has served to facilitate cross-border mergers in the European Union - as clearly stated by the figures of operation of cross- border mergers in the last ten years - and to reduce the associated costs and administrative procedures;
Amendment 29 #
Motion for a resolution Paragraph 6 6. Considers it necessary to revise the above Directive in order to improve its implementation and to take into account recent developments in European
Amendment 3 #
Motion for a resolution Recital A A. having regard to the significant positive and necessary effect on European competitiveness of a comprehensive reform of company law and the many obstacles to full implementation of the Directive on cross-border mergers;
Amendment 30 #
Motion for a resolution Paragraph 6 6. Considers it necessary to revise
Amendment 31 #
Motion for a resolution Paragraph 6 a (new) 6a. Considers that the future legislative proposal amending Directive 2005/56/EC should contain a fresh set of rules covering divisions of companies and set out certain guidelines for further legislation on the mobility of undertakings;
Amendment 32 #
Motion for a resolution Paragraph 7 Amendment 33 #
Motion for a resolution Paragraph 7 7. Calls on the Commission to take into account the results of the consultation of October 2015, which show in particular that there is a need for
Amendment 34 #
Motion for a resolution Paragraph 7 7. Calls on the Commission to take into account the results of the consultation of October 2015, which show
Amendment 35 #
Motion for a resolution Paragraph 8 8. Considers it to be a priority for a more advanced set of rules to be laid down for a series of actors and categories of corporate governance, and for those rules also to be reproduced for future common models of cross-border division and transfer of registered office or head office; considers it essential to simplify cross- border merger procedures by means of a clearer definition of standards for
Amendment 36 #
Motion for a resolution Paragraph 8 8. Considers it to be a priority for a more advanced set of rules to be laid down for a series of actors and categories of corporate governance, and for those rules also to be reproduced for future common models of cross-border division and transfer of registered office or head office; considers it essential to simplify cross- border merger procedures (for instance in the pre-merger notification stage) by means of a clearer definition of standard forms and new digitisation practices, starting with the issues of shareholders' information and the collection of mergers' documents;
Amendment 37 #
Motion for a resolution Paragraph 8 8. Considers it to be a priority for a more advanced set of rules to be laid down for a series of actors and categories of corporate governance, and for those rules also to be reproduced for future
Amendment 38 #
Motion for a resolution Paragraph 9 Amendment 39 #
Motion for a resolution Paragraph 9 9.
Amendment 4 #
Motion for a resolution Recital A A. having regard to the significant effect on
Amendment 40 #
Motion for a resolution Paragraph 9 9. Acknowledges the importance of the inclusion in the Directive on cross- border mergers of
Amendment 41 #
Motion for a resolution Paragraph 9 9. Acknowledges the importance of the inclusion in the Directive on cross- border mergers of the rules which apply to the European company (SE) regarding workers
Amendment 42 #
Motion for a resolution Paragraph 10 – introductory part 10. Considers it
Amendment 43 #
Motion for a resolution Paragraph 10 – indent 4 - communication of company information, through the Member states commercial registers
Amendment 44 #
Motion for a resolution Paragraph 10 – indent 6 a (new) - the rules on creditors protection;
Amendment 48 #
Motion for a resolution Paragraph 10 – indent 8 - certain specific exemptions from procedural requirements;
Amendment 49 #
Motion for a resolution Paragraph 11 11. Attaches great importance to protection of certain rights of minority shareholders, by introducing in particular new measures going beyond the right to information, such as the right of inquiry into a merger, the right to compensation for a shareholder who relinquishes his holding on account of opposition to a merger, and
Amendment 5 #
Motion for a resolution Recital B a (new) Ba. whereas, at the same time, there is a real and pressing need to create a special EU framework for the cross- border transfers of registered offices (cross-border conversions);
Amendment 50 #
Motion for a resolution Paragraph 13 13. Recalls that Directive 82/891/EEC only regulates divisions of undertakings within a Member State; notes that, although specific cases involving divisions of undertakings between different Member States are rarer, there is a real and pressing need to establish a special EU framework for cross-border divisions;
Amendment 51 #
Motion for a resolution Paragraph 13 13. Recalls that Directive 82/891/EEC only regulates divisions of undertakings within a Member State; notes that specific cases involving divisions of undertakings between different Member States are rarer, while domestic divisions show important figures;
Amendment 52 #
Motion for a resolution Paragraph 13 13. Recalls that Directive 82/891/EEC only regulates divisions of undertakings within a Member State; notes that specific cases involving divisions of undertakings between different Member States are rarer; stresses that a possible new Directive should not be used as a formal instrument for divisions in an undertaking for the purpose of forum shopping to avoid legal obligations under national law;
Amendment 53 #
Motion for a resolution Paragraph 13 13. Recalls that Directive 82/891/EEC only regulates divisions of undertakings within a Member State; notes that specific cases involving divisions of undertakings between different Member States are rarer, as clearly shown in the European Commission's consultation of 2015;
Amendment 54 #
Motion for a resolution Paragraph 14 Amendment 55 #
Motion for a resolution Paragraph 15 15. Notes the duration and complexity of the existing procedures required for cross-border divisions and believes that introducing harmonised standards at EU level in the field of cross-border divisions would lead to a simplification of durations and operations under the current procedure;
Amendment 56 #
Motion for a resolution Paragraph 15 15. Notes the duration and complexity of the existing procedures required for cross-border divisions; which are generally implemented in two stages: firstly a domestic division and a subsequent cross-border merger;
Amendment 57 #
Motion for a resolution Paragraph 15 15. Notes the
Amendment 58 #
Motion for a resolution Paragraph 16 Amendment 59 #
Motion for a resolution Paragraph 16 16. Draws attention to the importance of removing obstacles arising from conflicts of laws for the purpose of determining the national law applicable, with particular reference to social and workers' rights;
Amendment 6 #
Motion for a resolution Recital C Amendment 60 #
Motion for a resolution Paragraph 17 a (new) 17 a. Calls on the Commission, the Council and the Member States to respect and protect all forms of workers' involvement in supervisory boards that exist on national level; considers that every attempt to circumvent or breach existing legislation obliging companies to involve workers in their decisions should be tackled with European rules;
Amendment 61 #
Motion for a resolution Paragraph 18 – introductory part 18. Considers that the future legislative initiative on cross-border divisions should draw on the principles and requirements listed in the context of the Directive on cross-border mergers:
Amendment 62 #
Motion for a resolution Paragraph 18 – indent 2 a (new) - Effects of cross-border divisions: all the assets and liabilities belonging to the business of the company that is being split-up, spun-off or hived down shall be transferred by way of partial universal succession to the acquiring company(ies) or the new company(ies)
Amendment 63 #
Motion for a resolution Paragraph 18 – indent 3 Amendment 64 #
Motion for a resolution Paragraph 18 – indent 3 - participation by, and safeguarding of, workers, requiring the same forms of information and consultation, with the aim of enhancing workers' protection, in particular against social dumping;
Amendment 65 #
Motion for a resolution Paragraph 18 – indent 3 - compliance with the standards concerning participation by, and safeguarding of, workers,
Amendment 66 #
Motion for a resolution Paragraph 18 – indent 3 -
Amendment 7 #
Motion for a resolution Recital C C.
Amendment 8 #
Motion for a resolution Recital C a (new) C a. whereas for the better mobility of the companies within the EU it is important to have a common legal framework on companies' mergers, divisions and transfers operations;
Amendment 9 #
Motion for a resolution Recital D a (new) D a. whereas any new initiative in European company law without high standards for workers' participation might lead to further circumvention of national laws on workers' participation;
source: 599.811
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