Brussels, 04/09/2001 (Agence Europe) - Further to the vote at the European Parliament refusing to endorse the proposal of directive on public takeover bids (see EUROPE of 5 July, p.7), the Commission has taken up the task again by creating a High Level Group of Experts that will help it to prepare a new proposal and define new priorities for the development of Company Law within the EU. The Group is expected to present a report by the end of the year, so that the Commission may present a new proposal early 2002.
The Group of Experts, formed of seven independent personalities chosen for their proficiency within the EU, will hold its first meeting on 11 September and will initially study three questions, taking into account the positions of the Council and the European Parliament during the last stages of negotiation for the previous proposal for a takeover directive. The three questions pertain to: - guarantee of equal conditions of play to assure equitable treatment of shareholders from the EU Member States; - definition of the notion of "equitable price" to be paid to minority shareholders; - right for a majority shareholder to buy out minority shareholders ("squeeze-out procedure").
In a second stage, the group should make recommendations with a view to creating a modern regulatory European company law framework, that is, a framework designed to be sufficiently flexible and up-to-date to meet companies' needs and taking into account the impact of information technologies. With this in view, the group will examine a whole range of questions such as: - the creation and functioning of companies and groups of companies, cooperatives and mutual enterprises, including corporate governance; - shareholders' rights, including cross-border voting and virtual general meetings; - corporate restructuring and mobility (for instance, the transfer of the corporate seat); - the possible need for new legal forms (for instance, a European Private Company, which would be of particular relevance for SMEs; - the simplification of corporate rules in light of the SLIM report on the formation and capital maintenance of public limited liability companies. The recommendations by the group on these points are expected for mid-2002.