|
|
|
|
|
NEWS ROUND-UP |
|
The European Commission has issued a public consultation to determine whether it should proceed with its plans to introduce a European Private Company (EPC). The purpose of this corporate vehicle would be to make it easier for small and medium-sized companies to conduct cross-border business by having a type of company which can be set up in any Member State that would be governed by a single set of rules. Setting up an EPC statute was one of the measures set out in the Commission’s “Action Plan on Company Law and Corporate Governance” (COM (2003) 284 final), but a feasibility study and public consultation conducted last year were met with mixed responses. Therefore, the Commission aims to get more detailed feedback on companies’ concerns and ideas in this area. The consultation asks for responses on two topics: » the obstacles (legal or otherwise) facing companies doing cross-border business in the EU by establishing subsidiaries or branches in other Member States; and » the content of an EPC statute. The consultation sets out two possible models for the EPC: » one with multiple shareholders, which would require detailed rules regarding decision making and shareholders’ protection; or » one with a single shareholder, which would require a simpler set of rules. There are also two options for the form of the EPC statute: » a comprehensive and complete statute that sets out the rules on all of the important issues without reference to Member States’ national law. The advantages of this approach are the achievement of uniformity and certainty in the rules. The foreseen disadvantages are that it would have to be a complex piece of legislation, there would be limited flexibility for EPCs to adapt the rules in their articles, and the influence of Member States’ laws would be minimal (it was this last point that prevented such an approach succeeding for the Societas Europaea (or, SE. See ¶88+)); or » a more flexible statute that sets out the framework of the rules, with the details being left to companies’ articles. Any gaps in the articles would be filled either by recourse to the general principles of the EPC statute, to EU company law in general or to the Member State’s national law (alternatively, the statute could provide that any gaps in the rules should be filled by the Member State’s law only). The advantages of this would be flexibility and the ability for a group in one Member State to have a similar set of rules. The disadvantages are that such an approach could lead to uncertainty, as well as not achieving the uniform set of rules (which is supposed to be the main purpose of the EPC). The consultation is available at: http://ec.europa.eu/internal_market/company/epc/index_en.htm, and the deadline for responses is 31 October 2007. Depending on the responses, the Commission may then issue an impact assessment and a legislative proposal. |
|
Consultation on a European Private Company Statute See CLM: ¶3199/mp |