|
Brussels,
15.03.2005
Facilitate
the merger of companies - Protect the Concept of Partnership in Companies
Merger
Directive has to be in line with the European Company statute
The aim of the directive is to close an important gap in company law
by facilitating the merger of companies with share capital from different
Member States. Under current Community law, not all Member States permit
such mergers. The differences between the legal systems of the various
Member States to which the merging companies are subject are sometimes
so great that the companies currently have to resort to complex and
costly ad hoc legal solutions. This often makes such mergers a risky
undertaking, and they do not always take place with the required transparency
and legal certainty. Cross-border mergers are possible only under the
statute for a European company (SE).
The
provisions on the participation of workers in a company resulting from
a cross-border merger, which led to the failure of the first proposal
for a 10th Company Law Directive in 1984, are now to be regulated by
means of this proposal for a directive. The main objection to the merger
of companies from differing Member States has been the fear that companies
from Member States where a right to worker participation exists might
misuse this procedure in order to evade this rule.
Therefore,
EUCDW advocates a merger directive that is oriented on the procedures
that also safeguard the codetermination and the participation of workers
in the European company: negotiations between employers and employees
plus safety-net provisions in case of non-agreement.
This
would involve cross-border information and consultation as well as codetermination
(where such a system exists in the founder companies).
In this respect, EUCDW stresses the following key points:
- EUCDW welcomes
all demands that are aimed at safeguarding the existing forms of codetermination
and participation. The fundamental principle
and stated aim of this directive in question must be to secure employees'
acquired rights as regards involvement in company decisions.
- The merger plans
must contain information about the future rights
of the employers and details of how these rights are to be implemented.
Most importantly, the employee representatives of the merging companies
are also to be informed about the merger's implications on employment.
- All
information (expert's report to the employee representatives,
presentation of details etc.) must be communicated
timely (at least one month prior to the general meeting of
stockholders at which the merger is agreed on)
- Those
companies that are already subject to codetermination systems must
adhere to them in the future. The concept of partnership
in the economy - as an instrument against class struggle - is one
of the key factors of entrepreneurial success. Consenting regulations
that would allow the majority of companies to do away with the principle
of workers' participation would be in opposition to the tradition
of Christian Democratic politics.
-
The quality of the workers' participation, which is also proportionally
represented in the administrative board, must not be diluted by, e.g.,
arbitrary regulations taken by the member states
(as laid down in article 14.3 of the directive). Against the background
of protecting management-labour relations by the EU Constitution,
the regulatory competence of the member states needs to be strictly
defined. It must not result in the governments' coercing the codetermination
rights of workers without justification.
Today, to many
a social Europe is not a key element of the European idea. However,
if the EU is not guided by this concept and curtails existing rights,
it will sooner or later lose the support of the European citizens.
We need to counter
this tendency also in view of protecting the
concept of partnership between employers and employees also
in the so-called merger directive.
The
European Union of Christian Democratic Workers (EUCDW) consists of 23
workers' organisations from 15 countries and is an association of the
European People's Party (EPP).
responsible: Elmar Brok MEP, President.
EUCDW
European Union of Christian Democratic Workers
c/o EPP,
Rue du Commerce / Handelsstraat 10
B-1000 Brussels
E-mail: EUCDW
|
