REPORT on the proposal for a directive of the European Parliament and of the Council relating to certain aspects of company law (codified text)
28.3.2017 - (COM(2015)0616 – C8‑0388/2015 – 2015/0283(COD)) - ***I
Committee on Legal Affairs
Rapporteur: Tadeusz Zwiefka
(Codification – Rule 103 of the Rules of Procedure)
DRAFT EUROPEAN PARLIAMENT LEGISLATIVE RESOLUTION
on the proposal for a directive of the European Parliament and of the Council relating to certain aspects of company law (codified text)
(COM(2015)0616 – C8‑0388/2015 – 2015/0283(COD))
(Ordinary legislative procedure – codification)
The European Parliament,
– having regard to the Commission proposal to the European Parliament and the Council (COM(2015)0616),
– having regard to Article 294(2) and Article 50(1) and (2)(g) of the Treaty on the Functioning of the European Union, pursuant to which the Commission submitted the proposal to Parliament (C8‑0388/2015),
– having regard to Article 294(3) of the Treaty on the Functioning of the European Union,
– having regard to the opinion of the European Economic and Social Committee of 27 April 2016[1],
– having regard to the Interinstitutional Agreement of 20 December 1994 - Accelerated working method for official codification of legislative texts[2],
– having regard to Rules 103 and 59 of its Rules of Procedure,
– having regard to the report of the Committee on Legal Affairs (A8-0088/2017),
A. whereas, according to the Consultative Working Party of the legal services of the European Parliament, the Council and the Commission, the proposal in question contains a straightforward codification of the existing texts without any change in their substance;
1. Adopts its position at first reading, taking over the Commission proposal as adapted to the recommendations of the Consultative Working Party of the legal services of the European Parliament, the Council and the Commission;
2. Instructs its President to forward its position to the Council, the Commission and the national parliaments.
ANNEX: OPINION OF THE CONSULTATIVE WORKING PARTY OF THE LEGAL SERVICES OF THE EUROPEAN PARLIAMENT, THE COUNCIL AND THE COMMISSION
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CONSULTATIVE WORKING PARTY OF THE LEGAL SERVICES |
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Brussels, 9 June 2016
OPINION
FOR THE ATTENTION OF THE EUROPEAN PARLIAMENT
THE COUNCIL
THE COMMISSION
Proposal for a directive of the European Parliament and of the Council relating to certain aspects of company law (codified text)
COM(2015)0616 of 9.9.2016 – 2015/0283(COD)
Having regard to the Inter-institutional Agreement of 20 December 1994 on an accelerated working method for official codification of legislative texts, and in particular to point 4 thereof, the Consultative Working Party consisting of the respective legal services of the European Parliament, the Council and the Commission met on 3 February, 18 March and 13 April 2016 for the purpose of examining the aforementioned proposal submitted by the Commission.
At those meetings[1], an examination of the proposal for a Directive of the European Parliament and of the Council codifying Council Directive 82/891/EEC[2], Council Directive 89/666/EEC[3], Directive 2005/56/EC of the European Parliament and of the Council[4], Directive 2009/101/EC of the European Parliament and of the Council[5], Directive 2011/35/EU of the European Parliament and of the Council[6] and Directive 2012/30/EU of the European Parliament and of the Council[7] resulted in the Consultative Working Party’s establishing, by common accord, as follows.
1) In recital 2, the words included between adaptation arrows ('facilitates the integration of the economies of the Member States. It') should be deleted.
2) In recital 79, the word 'undertakings' should be replaced by 'companies'.
3) Article 134 should be removed from the codified text. As a consequence thereof, Articles 135 to 168 should be renumbered.
4) In Article 160, paragraph 1 should be deleted. As a consequence thereof, the wording of the following paragraph should be adapted so as to read as follows: 'Member States need not apply Articles 145 and 146 as regards the holders of convertible debentures and other securities convertible into shares if, at the time when the provisions referred to in paragraph 1 or 2 of Article 26 of Council Directive 82/891/EEC came into force, the position of those holders in the event of a division had previously been determined by the conditions of issue'.
5) A corrigendum should be published with regard to the entries corresponding to Hungary and Malta contained in Article 1(1) of Directive 2011/35/EU.
In consequence, examination of the proposal has enabled the Consultative Working Party to conclude, without dissent, that the proposal is a straightforward codification of existing texts, without any change in their substance.
F. DREXLER H. LEGAL L. ROMERO REQUENA
Jurisconsult Jurisconsult Director Gen
- [1] The Consultative Working Party worked on the basis of the English language version of the proposal, being the master-copy language version of the text under discussion.
- [2] Sixth Council Directive of 17 December 1982 based on Article 54(3)(g) of the Treaty, concerning the division of public limited liability companies (82/891/EEC) (OJ L 378, 31.12.1982, p. 47).
- [3] Eleventh Council Directive of 21 December 1989 concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State (89/666/EEC) (OJ L 395, 30.12.1989, p. 36).
- [4] Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies (OJ L 310, 25.11.2005, p. 1).
- [5] Directive 2009/101/EC of the European Parliament and of the Council of 16 September 2009 on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such safeguards equivalent (OJ L 258, 1.10.2009, p. 11).
- [6] Directive 2011/35/EU of the European Parliament and of the Council of 5 April 2011 concerning mergers of public limited liability companies (OJ L 110, 29.4.2011, p. 1).
- [7] Directive 2012/30/EU of the European Parliament and of the Council of 25 October 2012 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty on the Functioning of the European Union, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent (OJ L 315, 14.11.2012, p. 74).
PROCEDURE – COMMITTEE RESPONSIBLE
Title |
Certain aspects of company law (codification) |
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References |
COM(2015)0616 – C8-0388/2015 – 2015/0283(COD) |
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Date submitted to Parliament |
3.12.2015 |
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Committee responsible Date announced in plenary |
JURI 14.12.2015 |
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Rapporteurs Date appointed |
Tadeusz Zwiefka 28.2.2017 |
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Date adopted |
23.3.2017 |
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Result of final vote |
+: –: 0: |
21 0 0 |
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Members present for the final vote |
Max Andersson, Joëlle Bergeron, Marie-Christine Boutonnet, Jean-Marie Cavada, Kostas Chrysogonos, Lidia Joanna Geringer de Oedenberg, Mary Honeyball, Sajjad Karim, Sylvia-Yvonne Kaufmann, António Marinho e Pinto, Jiří Maštálka, Emil Radev, Julia Reda, Pavel Svoboda, Tadeusz Zwiefka |
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Substitutes present for the final vote |
Isabella Adinolfi, Daniel Buda, Angelika Niebler, Virginie Rozière, Rainer Wieland |
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Substitutes under Rule 200(2) present for the final vote |
Eugen Freund, Maria Noichl |
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Date tabled |
28.3.2017 |
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FINAL VOTE BY ROLL CALL IN COMMITTEE RESPONSIBLE
21 |
+ |
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ALDE ECR EFDD GUE/NGL PPE S&D Verts/ALE |
Jean-Marie Cavada, António Marinho e Pinto Sajjad Karim Isabella Adinolfi, Joëlle Bergeron Kostas Chrysogonos, Jiří Maštálka Daniel Buda, Angelika Niebler, Emil Radev, Pavel Svoboda, Rainer Wieland, Tadeusz Zwiefka Eugen Freund, Lidia Joanna Geringer de Oedenberg, Mary Honeyball, Sylvia-Yvonne Kaufmann, Maria Noichl, Virginie Rozière Max Andersson, Julia Reda |
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0 |
- |
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0 |
0 |
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Key to symbols:
+ : in favour
- : against
0 : abstention