1. THE FUTURE OF EU COMPANY LAW DG MARKT CONSULTATION February 2012

2. Format Online consultation in 22 languages → no specific input for Social Partners → not a Green Paper 3 months deadline for response Results fed in Commissioner’s mid-mandate speech + communication on company law and corporate governance (to be confirmed)

3. Background Many initiatives blocked in Council. Unanimity is real drawback Following reflection group report in 2011, Commissioner called for a larger public consultation

4. 1. Objectives of EU company law? Improve business environment and company mobility Facilitate creation of company Regulatory competititon (as opposed to harmoisation) Employees’ protection Protect other stakeholders’ interests (customers, shareholders)

5. 2. Modernisation of existing Directives? Shareholders Directive 2007/36/EC Crossborder merger Directive 2005/56/EC Take Over Directive 2004/25/EC Divisions & mergers 2009/109/EC Capital maintenance 77/91/EC Disclosure requirements in respect of branches 89/666/EC

6. 3. New areas for EU company law? Group of companies (more transparency on structure of the group; independence of daughter company …) 14th directive Crossborder divisions Any other forms of crossborder conversions Distinction between public limited and private limited companies

7. 4. What are advantages and shortcomings of European legal form? Label Legal personality Cost savings Possibility not to apply national law Tax reason Shortcomings: complexity linked to crossreferences to national legislations

8. 5. What follow up for the SPE? Carry on on the basis of Commission’s proposal No further activitiy New legislative proposal

9. www.etuc.org