Local view for "http://purl.org/linkedpolitics/eu/plenary/2009-03-09-Speech-1-113"
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"en.20090309.18.1-113"2
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"Mr President, ladies and gentlemen, I have two reports to advocate here, both of which originate from Parliament’s Committee on Legal Affairs.
I should like to start with the one that is more important at this time, as it concerns a specific legislative procedure initiated by the Commission: the European private company (EPC). Indeed, this is the legislative core element, if one may describe it thus, of the Small Business Act
I wish to say a few words about the background. The idea for the European private company was already contained in Commissioner Bolkestein’s Action Plan on Company Law. For reasons that never made sense to me, the idea of the European private company was then erased, so to speak, from the action plan over the years, in the course of this Commission’s term of office, and was not pursued further by the Commission at that time.
The European Parliament disagreed, however, and this was the background to its legislative own-initiative report under Rule 39 of the Rules of Procedure and Article 192 of the Treaty, which this House adopted by an overwhelming majority some time ago. Under these circumstances, the Commission felt compelled to reconsider the idea of the European private company, and has now proposed it within the framework of the Small Business Act – which is very much appreciated.
This offer of a separate company form is particularly directed at Europe’s small and medium-sized enterprises. Up to now, only large companies have had their own company form, namely the European company. I believe that such a proposal was long overdue. As this is aimed at SMEs, and start-ups – that is, companies that arise from the idea of starting up a company rather than as a result of the transformation, division or merger of existing or other companies – must also be provided for, we also welcome the European Commission’s restraint with regard to the requirements imposed on the cross-border component. This has, I believe, also been expressed by Parliament in this report.
We also think it right that all the issues concerning, in particular, capital and liability, have to be clarified in legislative terms at European level, as these are particular problems for SMEs. The present need for them to work with very disparate national legal forms means that they are in great need of advice, which is obviated by this new legal form.
We also believe that we are in line with the case law of the European Court of Justice in the matter of whether the company’s seat must be identical to its registered office or seat of administration; that is, that only one company seat can be envisaged. I know that there is a minority opinion on the subject in this House, but the majority opinion in Parliament’s Committee on Legal Affairs – from which I assume plenary will take its lead tomorrow – is that there must definitely be the possibility of a separation and that a European company form cannot be disadvantaged in relation to national company forms, which have this possibility under the case law of the European Court of Justice.
A major problem, which required lengthy negotiations, was the situation with regard to employee participation. We have had considerable difficulties with this in the past when dealing with other legal acts under company law. I need only mention the European company and the Directive on cross-border mergers. I believe that, thanks to the compromise amendments signed by the three largest political groups in this House, we have succeeded in finding a real solution to this problem; a solution which draws on the successful elements of previous legal acts in the European Union, which represents a compromise between the different legal situations in the Member States, and which also makes a contribution to protecting employees’ rights.
My final comment concerns the 14th Directive, for which I am also rapporteur. The story is similar to that of the European company. Our aim is to use this legislative motion for a resolution to compel the Commission to make a tangible proposal, as we did in the case of the EPC, and indeed we expect the Commission to do so, so as to close one of the last gaps in company law and guarantee freedom of establishment for undertakings. My sincere thanks for your attention."@en1
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