High levelgroup rep
71550 mots
287 pages
REPORT OF THE HIGH LEVEL GROUP OF COMPANY LAW EXPERTS ON A MODERN REGULATORY FRAMEWORK FOR COMPANY LAW IN EUROPEBrussels, 4 November 2002
THE HIGH LEVEL GROUP OF COMPANY LAW EXPERTS
Chairman : Jaap WINTER José Maria GARRIDO GARCIA Klaus J. HOPT Jonathan RICKFORD Guido ROSSI Jan SCHANS CHRISTENSEN Joëlle SIMON
Rapporteur : Secretariat :
Dominique THIENPONT Karel VAN HULLE
TABLE OF CONTENTS
Page
Letter from the Chairman Summary The High Level Group of Company Law Experts’ observations and recommendations Introduction General Themes Corporate Governance Capital Formation and Maintenance Groups and Pyramids Corporate Restructuring and Mobility The European Private Company Co-operatives and Other Forms of Enterprises Priorities for Action
1
3
Chapter I Chapter II Chapter III Chapter IV Chapter V Chapter VI
27
29
43
78
94
101
Chapter VII Chapter VIII
113
120
Chapter IX
125
Annex 1
The High Level Group of Company Law Experts’ terms of reference
128
Annex 2
Working methods of the High Level Group of Company Law Experts
130
Annex 3
Summary of comments submitted to the High Level Group of Company Law Experts in response to its Consultation Document
136
Annex 4
Existing and proposed European Company Law Instruments
159
1
LETTER FROM THE CHAIRMAN
The High Level Group of Company Law Experts was set up by the European Commission in September 2001 to make recommendations on a modern regulatory framework in the EU for company law. In our First Report of January 2002, we dealt with issues related to the Takeover Bids Directive, which was rejected by the European Parliament in July 2001. Our original mandate was further extended in April 2002 by the Commission following the ECOFIN Council meeting in Oviedo to deal specifically with a number of corporate governance issues. Our Final Report is presented here. A fundamental review of company law in Europe was certainly due.