Procedure : 2015/0283(COD)
Document stages in plenary
Document selected : A8-0088/2017

Texts tabled :

A8-0088/2017

Debates :

Votes :

PV 05/04/2017 - 9.1

Texts adopted :

P8_TA(2017)0103

REPORT     ***I
PDF 446kWORD 57k
28 March 2017
PE 589.202v02-00 A8-0088/2017

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))

Committee on Legal Affairs

Rapporteur: Tadeusz Zwiefka

(Codification – Rule 103 of the Rules of Procedure)

ERRATA/ADDENDA
DRAFT EUROPEAN PARLIAMENT LEGISLATIVE RESOLUTION
 ANNEX: OPINION OF THE CONSULTATIVE WORKING PARTY OF THE LEGAL SERVICES OF THE EUROPEAN PARLIAMENT, THE COUNCIL AND THE COMMISSION
 PROCEDURE – COMMITTEE RESPONSIBLE
 FINAL VOTE BY ROLL CALL IN COMMITTEE RESPONSIBLE

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.

(1)

  OJ C 264, 20.7.2016, p. 82.

(2)

  OJ C 102, 4.4.1996, p. 2.


ANNEX: OPINION OF THE CONSULTATIVE WORKING PARTY OF THE LEGAL SERVICES OF THE EUROPEAN PARLIAMENT, THE COUNCIL AND THE COMMISSION

 

 

 

CONSULTATIVE WORKING PARTY

OF THE LEGAL SERVICES

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)

References

COM(2015)0616 – C8-0388/2015 – 2015/0283(COD)

Date submitted to Parliament

3.12.2015

 

 

 

Committee responsible

       Date announced in plenary

JURI

14.12.2015

 

 

 

Rapporteurs

       Date appointed

Tadeusz Zwiefka

28.2.2017

 

 

 

Date adopted

23.3.2017

 

 

 

Result of final vote

+:

–:

0:

21

0

0

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

Substitutes present for the final vote

Isabella Adinolfi, Daniel Buda, Angelika Niebler, Virginie Rozière, Rainer Wieland

Substitutes under Rule 200(2) present for the final vote

Eugen Freund, Maria Noichl

Date tabled

28.3.2017


FINAL VOTE BY ROLL CALL IN COMMITTEE RESPONSIBLE

21

+

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

0

-

 

 

0

0

 

 

Key to symbols:

+  :  in favour

-  :  against

0  :  abstention

Last updated: 29 March 2017Legal notice