Local view for "http://purl.org/linkedpolitics/eu/plenary/2007-10-25-Speech-4-206"
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"en.20071025.28.4-206"2
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"Mr President, Commissioner, let me begin by thanking you sincerely for your remarks, which bring me neatly to my first point, namely the European private-company statute. I may say we are delighted that, after protracted difficulties, the Commission has finally been convinced of the need for this legislative draft, and that we can now expect to receive it. It is to the credit of Parliament that this was made possible by the heavy pressure we exerted. Be that as it may, we can only rejoice wholeheartedly at the outcome.
One other thing that struck me when I read the Commission’s documentation on this subject was that there are certain laws we have enacted – one example being the Transparency Directive, adopted in the wake of the Sarbanes-Oxley Act – which contain some provisions that now beg the question of why they are not being reviewed as part of a simplification drive. I should also welcome further consideration of this matter by the Commission, since such a review would likewise help to improve company law.
I do, however, intend to address a second point to which today’s resolution also refers, and on which we are not satisfied with the way things have developed. I refer here to the 14th Company Law Directive on the transfer of the company’s registered office, the place where companies are registered. For many years the European Commission has had plans to close this loophole in company law. We have now learned that this has been more or less deleted from the legislative programme, at least as far as the European Commission is concerned, and that the loophole will therefore remain open.
May I emphasise at this point that my political group at least – and, I believe, an overwhelming majority of the Legal Affairs Committee, to judge by the tenor of its deliberations in recent years, and of this House as a whole – has always taken the view that this loophole needs to be closed and that the 14th Company Law Directive is a necessity.
This is not a matter of additional bureaucracy and new corporate obligations. It is simply about giving companies the opportunity promised them in the Treaty to move freely within the European Union and establish themselves in any Member State. We have heard that one of the reasons why the European Commission felt unable to move forward on this issue and to present a proposal was its view that the existing merger regulations and other provisions were adequate to guarantee corporate mobility.
I can only say that, if a company cannot move its registered office within the single market unless it founds a new company in another country and then merges with it, the present rules are scarcely exemplary as a means of avoiding red tape or minimising costs. The ideal would be a sound piece of secondary legislation that guaranteed the right of companies to exercise in practice the freedom that the single market offers them in theory.
One of the arguments advanced for the
is that past rulings of the European Court of Justice have greatly liberalised company law in any case. That is undoubtedly true, but the European Court delivers these rulings for the sole purpose of promoting the full application of primary law, simply because the legislative bodies responsible for the adoption of secondary law, namely Parliament and the Council – though we depend on the European Commission – are not able to enact sound secondary legislation that would actually guarantee the freedoms enshrined in the Treaty provisions establishing the single market.
That is why Parliament is adhering to its position that the Commission’s monopoly on the right of initiative binds it to present a proposal for a 14th Company Law Directive in due course. We ask the Commission to reconsider whether the 14th Directive, which is already on file in the Commission’s offices, can be incorporated into the legislative programme in the coming years.
If that does not happen, Parliament reserves the right – as our resolution expressly states – to invoke Article 192 of the Treaty and table a report on its own initiative with a view to requesting a legislative proposal. And while we are on the subject of company law, let me take this convenient opportunity to say a brief word about the Commission’s latest communication on the simplification of company law. The resolution does not deal directly with that communication, but there is a thematic connection between the two.
I believe we in Parliament agree that we do not support any erosion of the substance of established Community law and practice – the
as a consequence of simplification measures. In other words, there can be no question, in my view, of deleting entire directives. What we can support are measures designed to unburden companies, to minimise bureaucratic and statistical obligations, to relieve companies of the requirement to publish all the bits and pieces which appear in their balance sheets but which may actually be quite unimportant. I believe there is scope here to cooperate closely with the Commission in order to improve company law."@en1
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