Legal provisions of COM(2007)91 - Amendment of Council Directive 78/855/EEC concerning mergers of public limited liability companies and Council Directive 82/891/EEC concerning the division of public limited companies as regards the requirement for an independent expert's Report on the occasion of a merger or a division [SEC(2007) 298] [SEC(2007) 300]

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dossier COM(2007)91 - Amendment of Council Directive 78/855/EEC concerning mergers of public limited liability companies and Council Directive ...
document COM(2007)91 EN
date November 13, 2007

Contents

Article 1

The purpose of this Directive is to amend Directives 78/855/EEC and 82/891/EEC as regards the requirement of an independent expert’s report on the occasion of merger or division of public limited liability companies.

Article 2

Directive 78/855/EEC is hereby amended as follows:

1.in Article 10, the following paragraph shall be added:

‘4.   Neither an examination of the draft terms of merger nor an expert report shall be required if all the shareholders and the holders of other securities conferring the right to vote of each of the companies involved in the merger have so agreed.’;

2.in Article 11(1), point (e) shall be replaced by the following:

‘(e)where applicable, the reports provided for in Article 10.’.

Article 3

Directive 82/891/EEC is hereby amended as follows:

1.in Article 9(1), point (e) shall be replaced by the following:

‘(e)where applicable, the reports provided for in Article 8.’;

2.Article 10 shall be replaced by the following:

‘Article 10

1. Neither an examination of the draft terms of division nor an expert report as provided for in Article 8(1) shall be required if all the shareholders and the holders of other securities conferring the right to vote of each of the companies involved in the division have so agreed.

2. Member States may permit the non-application of Article 7 and Article 9(1)(c) and (d) if all the shareholders and the holders of other securities conferring the right to vote of each of the companies involved in the division have so agreed.’.

Article 4

1. Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with this Directive by 31 December 2008. They shall forthwith communicate to the Commission the text of these measures and a correlation table between them and this Directive.

When they are adopted by Member States, these measures shall contain a reference to this Directive or shall be accompanied by such reference on the occasion of their official publication. The methods of making such reference shall be laid down by Member States.

2. Member States shall communicate to the Commission the text of the main provisions of national law which they adopt in the field covered by this Directive.

Article 5

This Directive shall enter into force on the 20th day following its publication in the Official Journal of the European Union.

Article 6

This Directive is addressed to the Member States.