After the failure of negotiations on Monday 11 March, representatives of the European Parliament and the Romanian Presidency of the Council of the EU reached provisional agreement on Wednesday 13 March on the proposal for a directive contained in the package on company law setting out harmonised procedures for cross-border divisions and transfers and a targeted review for mergers (see EUROPE 12009/8).
The European Commission and European Parliament rapporteur Evelyn Regner (S&D, Austria) welcomed the "historic success" of the outcome of these negotiations which, for the first time, will set a comprehensive set of European rules for moving from one Member State to another or dividing into several entities on a cross-border basis.
It was indeed an ambitious project, since a fourteenth Company Law Directive on the transfer of a company's headquarters has been successively added and removed from the European programme over the last 20 years. Until now, this process has depended on the different national laws and principles established by the CJEU.
The co-legislators also agreed on rules to combat abuse and the creation of 'letterbox companies', with a clear procedure set at EU level, including a thorough assessment by the competent authority of the Member State of departure in case of serious doubts as to whether the cross-border processing constitutes an artificial arrangement (see EUROPE 12197/19) and ultimately the possibility of blocking the operation.
They also agreed to align several provisions of this Directive with the one aimed at facilitating the use of digital tools for the registration of companies and the management of their online information (see EUROPE 12187/18).
The last open point was the protection of employees' information and consultation rights and the maintenance of participation rights in the Management Board. The Parliament's ambition differed from that of the Council of the EU on this point (see EUROPE 12208/12).
"We have ensured that workers are fully informed and consulted whenever a company wants to move offices to another Member State. We also ensured that their participation rights are strengthened in all cross-border operations covered by this new law: conversions, mergers and divisions within the single market", the rapporteur said in a statement.
The agreement must now be validated within both institutions. (Original version in French by Marion Fontana)