IP/09/766
Brussels, 14 May 2009
Company law and corporate governance: Commission takes action to ensure that five Member States implement EU laws
The European Commission has decided to pursue infringement procedures against five Member States for failure to implement into national law an Internal Market Directive in the area of company law and corporate governance. The Commission will send reasoned opinions to Belgium, Cyprus, Greece, Hungary and Italy over non-implementation of a Directive simplifying reporting requirements in case of a merger or a division. A reasoned opinion is the second stage of the infringement procedure laid down in Article 226 of the EC Treaty. If there is no satisfactory reply within two months, the Commission may refer the matter to the European Court of Justice.
The Directive modifies the reporting requirements, by removing the obligation of drawing up an independent expert report in case of mergers or divisions if all shareholders renounce to it. The Directive was adopted in 2007, and once it is fully implemented, more than 600,000 public limited liability companies will no longer have to order costly expert reports concerning the draft terms of mergers or divisions of small enterprises. This Directive amends the 1978 Third Company Law Directive on mergers of public limited liability companies and the 1982 Sixth Company Law Directive on divisions of public limited liability companies. The 1978 Third Company Law Directive establishes the conditions to ensure harmonisation of national laws relating to legal mergers of companies belonging to the same Member State. The 1982 Sixth Company Law Directive provides for rules on divisions of public companies, seeking to protect the interests of members and third parties as well.
The transposition deadline for the Directive was December 2008.
The latest information on infringement proceedings concerning all Member States can be found at:
