### different arrangements , based on the implementation of the exception provided for in directive 2001 / 29 / ec or on licensing agreements covering further uses , are in place in a number of member states in order to facilitate educational uses of works and other subject - matter . such arrangements have usually been developed taking account of the needs of educational establishments and different levels of education . whereas it is essential to harmonise the scope of the new mandatory exception or limitation in relation to digital uses and cross - border teaching activities , the modalities of implementation may differ from a member state to another , to the extent they do not hamper the effective application of the exception or limitation or cross - border uses . this should allow member states to build on the existing arrangements concluded at national level . in particular , member states could decide to subject the application of the exception or limitation , fully or partially , to the availability of adequate licences , covering at least the same uses as those allowed under the exception . this mechanism would , for example , allow giving precedence to licences for materials which are primarily intended for the educational market . in order to avoid that such mechanism results in legal uncertainty or administrative burden for educational establishments , member states adopting this approach should take concrete measures to ensure that licensing schemes allowing digital uses of works or other subject - matter for the purpose of illustration for teaching are easily available and that educational establishments are aware of the existence of such licensing schemes . ### different arrangements , based on the implementation of the exception provided for in directive 2001 / 29 / ec or on licensing agreements covering further uses , are in place in a number of member states in order to facilitate educational uses of short parts or extracts of works and other subject - matter . such arrangements have usually been developed taking account of the needs of educational establishments and different levels of education . whereas it is essential to harmonise the scope of the new mandatory exception or limitation in relation to digital uses and cross - border teaching activities , the modalities of implementation may differ from a member state to another , to the extent they do not hamper the effective application of the exception or limitation or cross - border uses . this should allow member states to build on the existing arrangements concluded at national level . in particular , member states shall make the application of the exception or limitation subject to the availability of adequate licences , covering at least the same uses as those allowed under the exception . such a licence must be deemed available even in cases where the licence terms include certain limitations regarding the use . this mechanism will allow giving precedence to licences for materials which are primarily intended for the educational market . in order to avoid that such mechanism results in legal uncertainty or administrative burden for educational establishments , member states must take concrete measures to ensure that licensing schemes allowing digital uses of works or other subject - matter for the purpose of illustration for teaching are easily available and that educational establishments are aware of the existence of such licensing schemes . when such a licence override mechanism exists , the member state is not required to introduce the exception provision in art . 4 . the directive is without prejudice to the arrangements in the member states concerning the management of rights such as extended collective licences , legal presumption or similar arrangements or a combination of them .


### the exception or limitation should cover digital uses of works and other subject - matter such as the use of parts or extracts of works to support , enrich or complement the teaching , including the related learning activities . the use of the works or other subject - matter under the exception or limitation should be only in the context of teaching and learning activities carried out under the responsibility of educational establishments , including during examinations , and be limited to what is necessary for the purpose of such activities . the exception or limitation should cover both uses through digital means in the classroom and online uses through the educational establishment ' s secure electronic network , the access to which should be protected , notably by authentication procedures . the exception or limitation should be understood as covering the specific accessibility needs of persons with a disability in the context of illustration for teaching . ### the exception or limitation should cover digital uses of works and other subject - matter such as the use of small parts or extracts of works to support , enrich or complement the teaching , including the related learning activities . the notion of ' illustration for teaching ' is usually understood as allowing a teacher to use a work to give examples and to explain or support his / her course . the use of the works or other subject - matter under the exception or limitation should therefore be only in the context of teaching and learning activities carried out under the responsibility of educational establishments , including during examinations , and be limited to what is necessary for the purpose of such activities . the exception or limitation should cover both uses through digital means in the classroom and online uses through the educational establishment ' s secure electronic network , the access to which should be protected , notably by authentication procedures . the exception or limitation should be understood as covering the specific accessibility needs of persons with a disability in the context of illustration for teaching .


### member states may provide that the exception adopted pursuant to paragraph 1 does not apply generally or as regards specific types of works or other subject - matter , to the extent that adequate licences authorising the acts described in paragraph 1 are easily available in the market . ### member states shall provide that the exception adopted pursuant to paragraph 1 does not apply generally or as regards specific types of works or other subject - matter , to the extent that adequate licences authorising the acts described in paragraph 1 are easily available in the market .


### information society service providers that store and provide to the public access to large amounts of works or other subject - matter uploaded by their users shall , in cooperation with rightholders , take measures to ensure the functioning of agreements concluded with rightholders for the use of their works or other subject - matter or to prevent the availability on their services of works or other subject - matter identified by rightholders through the cooperation with the service providers . those measures , such as the use of effective content recognition technologies , shall be appropriate and proportionate . the service providers shall provide rightholders with adequate information on the functioning and the deployment of the measures , as well as , when relevant , adequate reporting on the recognition and use of the works and other subject - matter . ### information society service providers that store and play an active role in providing the public with access to large amounts of works or other subject - matter uploaded by their users , thereby going beyond the mere provision of physical facilities and performing an act of communication to the public as well as a reproduction act , are obliged to conclude licensing agreements with rightholders . information society service providers shall , in cooperation with rightholders , take measures to ensure the functioning of agreements concluded with rightholders for the use of their works or other subject - matter or to prevent the availability on their services of works or other subject - matter identified by rightholders through the cooperation with the service providers . those measures , such as the use of effective content recognition technologies , shall be appropriate and proportionate . the service providers shall provide rightholders with adequate information on the functioning and the deployment of the measures , as well as , when relevant , adequate reporting on the recognition and use of the works and other subject - matter . an information society service provider shall be deemed to ' store ' a work for the purpose of this article 13 if it displays a work in a manner that allows the public to view the work on the service provider ' s platform irrespective of where the data comprising the work technically resides , unless the service provider does so for the sole purpose of providing a search function and only displays extracts or previews that do not exceed what is essential and indispensable for navigational purposes . &#160 ;


### rightholders shall be allowed to apply measures to ensure the security and integrity of the networks and databases where the works or other subject - matter are hosted . such measures shall not go beyond what is necessary to achieve that objective . ### rightholders shall not be allowed to apply technical measures that prevent or hinder beneficiaries from benefiting from the exception provided for in paragraph 1 . such measures shall therefore not exceed what is necessary to pursue the objective of ensuring the security of the system and shall not undermine the effective application of the exception . these measures shall not prevent or unreasonably restrict the ability to text and mine data or the ability to develop text and data mining tools that differ from those offered by the rightholders as long as the security of the networks and databases are protected .


### use of protected content by information society service providers storing and giving access to large amounts of works and other subject - matter uploaded by their users ### use of copyright protected content uploaded by users of information society service providers


### the rights granted to the publishers of press publications under this directive should have the same scope as the rights of reproduction and making available to the public provided for in directive 2001 / 29 / ec , insofar as digital uses are concerned . they should also be subject to the same provisions on exceptions and limitations as those applicable to the rights provided for in directive 2001 / 29 / ec including the exception on quotation for purposes such as criticism or review laid down in article 5 of that directive . ### the rights granted to the publishers of press publications under this directive should have the same scope as the rights of reproduction and making available to the public provided for in directive 2001 / 29 / ec . short extracts of press publications may constitute a reproduction as they reflect an economic value and owe their fixation to the protected subject matter , i . e . the economic , organisational and editorial efforts of the press publisher necessary for such fixation and therefore interfere with the publisher ' s entrepreneurial efforts . the rights should also be subject to the same provisions on exceptions and limitations as those applicable to the rights provided for in directive 2001 / 29 / ec including the exception on quotation for purposes such as criticism or review laid down in article 5 of that directive . the protection granted to press publications under this directive should also apply where the content is automatically generated by news aggregators or search engines .


### new technologies enable the automated computational analysis of information in digital form , such as text , sounds , images or data , generally known as text and data mining . those technologies allow researchers to process large amounts of information to gain new knowledge and discover new trends . whilst text and data mining technologies are prevalent across the digital economy , there is widespread acknowledgment that text and data mining can in particular benefit the research community and in so doing encourage innovation . however , in the union , research organisations such as universities and research institutes are confronted with legal uncertainty as to the extent to which they can perform text and data mining of content . in certain instances , text and data mining may involve acts protected by copyright and / or by the sui generis database right , notably the reproduction of works or other subject - matter and / or the extraction of contents from a database . where there is no exception or limitation which applies , an authorisation to undertake such acts would be required from rightholders . text and data mining may also be carried out in relation to mere facts or data which are not protected by copyright and in such instances no authorisation would be required . ### new technologies enable the automated computational analysis of information in digital form , such as text , sounds , images or any other type of data , generally known as text and data mining . those technologies allow the processing of large amounts of information to gain new knowledge and discover new trends . whilst text and data mining technologies are prevalent across the digital economy , there is widespread acknowledgment that text and data mining can in particular benefit the research community and in so doing encourage innovation . however , in the union , individuals , public and private entities who have legal access to content are confronted with legal uncertainty as to the extent to which they can perform text and data mining of content . in certain instances , text and data mining may involve acts protected by copyright and / or by the sui generis database right , notably the reproduction of works or other subject - matter and / or the extraction of contents from a database . where there is no exception or limitation which applies , an authorisation to undertake such acts would be required from rightholders . text and data mining may also be carried out in relation to mere facts or data which are not protected by copyright and in such instances no authorisation would be required . the right to read is the right to mine .


### article 5 of directive 2001 / 29 / ec allows member states to introduce an exception or limitation to the rights of reproduction , communication to the public and making available to the public for the sole purpose of , among others , illustration for teaching . in addition , articles 6 and 9 of directive 96 / 9 / ec permit the use of a database and the extraction or re - utilization of a substantial part of its contents for the purpose of illustration for teaching . the scope of those exceptions or limitations as they apply to digital uses is unclear . in addition , there is a lack of clarity as to whether those exceptions or limitations would apply where teaching is provided online and thereby at a distance . moreover , the existing framework does not provide for a cross - border effect . this situation may hamper the development of digitally - supported teaching activities and distance learning . therefore , the introduction of a new mandatory exception or limitation is necessary to ensure that educational establishments benefit from full legal certainty when using works or other subject - matter in digital teaching activities , including online and across borders . ### article 5 of directive 2001 / 29 / ec allows member states to introduce an exception or limitation to the rights of reproduction , communication to the public and making available to the public for the sole purpose of , among others , illustration for teaching . in addition , articles 6 and 9 of directive 96 / 9 / ec permit the use of a database and the extraction or re - utilization of a substantial part of its contents for the purpose of illustration for teaching . the scope of those exceptions or limitations as they apply to digital uses is unclear . in addition , there is a lack of clarity as to whether those exceptions or limitations would apply where teaching is provided online and thereby at a distance . moreover , the existing framework does not provide for a cross - border effect . this situation may hamper the development of digitally - supported teaching activities and distance learning . therefore , the introduction of a new mandatory exception or limitation is necessary to ensure full legal certainty when using works or other subject - matter in teaching activities , including online and across borders .


### the use of works and other subject - matter for the sole purpose of illustration for teaching through secure electronic networks undertaken in compliance with the provisions of national law adopted pursuant to this article shall be deemed to occur solely in the member state where the educational establishment is established . ### the use of works and other subject - matter for the sole purpose of illustration for teaching through secure electronic networks undertaken in compliance with the provisions of national law adopted pursuant to this article shall only be accessible to the beneficiaries of this exception or limitation .


### a free and pluralist press is essential to ensure quality journalism and citizens ' access to information . it provides a fundamental contribution to public debate and the proper functioning of a democratic society . in the transition from print to digital , publishers of press publications are facing problems in licensing the online use of their publications and recouping their investments . in the absence of recognition of publishers of press publications as rightholders , licensing and enforcement in the digital environment is often complex and inefficient . ### a free and pluralist press is essential to ensure quality journalism and citizens ' access to information . it provides a fundamental contribution to public debate and the proper functioning of a democratic society . in the transition from print to digital , publishers of press publications are facing problems in licensing the online use of their publications and recouping their investments . licensing and enforcement in the digital environment is often complex and inefficient .


### in view of a potentially high number of access requests to and downloads of their works or other subject - matter , rightholders should be allowed to apply measures where there is risk that the security and integrity of the system or databases where the works or other subject - matter are hosted would be jeopardised . those measures should not exceed what is necessary to pursue the objective of ensuring the security and integrity of the system and should not undermine the effective application of the exception . ### in view of a potentially high number of access requests to and downloads of their works or other subject - matter , rightholders should be allowed to apply measures where there is risk that the security of the system or databases where the works or other subject - matter are hosted would be jeopardised . those measures should not exceed what is necessary , proportionate and effective to pursue the objective of ensuring the security of the system and should not undermine the effective application of the exception .


### member states may provide for fair compensation for the harm incurred by the rightholders due to the use of their works or other subject - matter pursuant to paragraph 1 . ### member states may provide for fair compensation for any unreasonable actions contrary to the legitimate interests of rightholders in relation to the use of their works or other subject - matter pursuant to paragraph 1 of this article and article 5 of directive 2001 / 29 / ec .


### while distance learning and cross - border education programmes are mostly developed at higher education level , digital tools and resources are increasingly used at all education levels , in particular to improve and enrich the learning experience . the exception or limitation provided for in this directive should therefore benefit all educational establishments in primary , secondary , vocational and higher education to the extent they pursue their educational activity for a non - commercial purpose . the organisational structure and the means of funding of an educational establishment are not the decisive factors to determine the non - commercial nature of the activity . ### while distance learning and cross - border education programmes are mostly developed at higher education level , digital tools and resources are increasingly used at all education levels , in particular to improve and enrich the learning experience . the exception or limitation provided for in this directive should therefore benefit educational activities for non - commercial purposes . however in order to ensure that the organisational structure and the means of funding of an educational establishment are not factors taken into account to determine the non - commercial nature of the activity , the exception or limitation should not be limited to educational establishments .


### over the last years , the functioning of the online content marketplace has gained in complexity . online services providing access to copyright protected content uploaded by their users without the involvement of right holders have flourished and have become main sources of access to content online . this affects rightholders ' possibilities to determine whether , and under which conditions , their work and other subject - matter are used as well as their possibilities to get an appropriate remuneration for it . ### over the last years , the functioning of the online content marketplace has gained in complexity . online services providing access to copyright protected content uploaded by their users without the involvement of right holders have flourished and have become important sources of access to content online allowing for diversity and ease of access to content but also generating challenges when copyright protected content is uploaded without prior authorisation from rightsholders .


### article 5 and the first , third and fifth subparagraphs of article 6 of directive 2001 / 29 / ec shall apply to the exceptions and the limitation provided for under this title . ### article 5 and the first , third , fourth and fifth subparagraphs of article 6 of directive 2001 / 29 / ec shall apply to the exceptions and limitations provided for under this title .


### information society service providers that store and provide to the public access to large amounts of works or other subject - matter uploaded by their users shall , in cooperation with rightholders , take measures to ensure the functioning of agreements concluded with rightholders for the use of their works or other subject - matter or to prevent the availability on their services of works or other subject - matter identified by rightholders through the cooperation with the service providers . those measures , such as the use of effective content recognition technologies , shall be appropriate and proportionate . the service providers shall provide rightholders with adequate information on the functioning and the deployment of the measures , as well as , when relevant , adequate reporting on the recognition and use of the works and other subject - matter . ### information society service providers that store information provided by a recipient of the service and enable users to upload works in such a way as to make them available to the public shall , upon obtaining knowledge or awareness that an uploaded work subject to copyright and other related rights is used in an unauthorised manner , act expeditiously to remove or to disable access to the content , except where service providers conclude a licensing agreement with rightholders enabling the content to remain available .


### rightholders shall be allowed to apply measures to ensure the security and integrity of the networks and databases where the works or other subject - matter are hosted . such measures shall not go beyond what is necessary to achieve that objective . ### rightholders shall not be allowed to apply measures to prevent or hinder beneficiaries from benefiting from the exception provided for in paragraph 1 , unless such measures are to ensure the security and integrity of the networks and databases where the works or other subject - matter are hosted may be applied . such measures shall not exceed what is necessary to pursue the objective of ensuring the security of the system and should not undermine the effective application of the exception . these measures shall not prevent or unreasonably restrict the ability to text and data mine or the ability to develop text and data mining tools different from those offered by the rightholders as long as the security of the networks and databases are protected .


### member states shall provide for an exception or limitation to the rights provided for in articles 2 and 3 of directive 2001 / 29 / ec , articles 5 and 7 of directive 96 / 9 / ec , article 4 of directive 2009 / 24 / ec and article 11 of this directive in order to allow for the digital use of works and other subject - matter for the sole purpose of illustration for teaching , to the extent justified by the non - commercial purpose to be achieved , provided that the use : ### member states shall provide for an exception or limitation to the rights provided for in articles 2 and 3 of directive 2001 / 29 / ec , articles 5 and 7 of directive 96 / 9 / ec , article 4 of directive 2009 / 24 / ec and article 11 of this directive in order to allow for the use of works and other subject - matter for the sole purpose of illustration for teaching , learning and scientific research to the extent justified by the non - commercial purpose to be achieved , provided that the use :


### certain uses of protected content by online services ### certain uses of protected content by the users of online services


### over the last years , the functioning of the online content marketplace has gained in complexity . online services providing access to copyright protected content uploaded by their users without the involvement of right holders have flourished and have become main sources of access to content online . this affects rightholders ' possibilities to determine whether , and under which conditions , their work and other subject - matter are used as well as their possibilities to get an appropriate remuneration for it . ### over the years , online services providing access to content uploaded by their users without the involvement of rightholders have flourished and have become important sources of access to content online , allowing for diversity and ease of access to content but also generating challenges when copyright protected content is uploaded without prior authorisation from rightholders .


### except in the cases referred to in article 6 , this directive shall leave intact and shall in no way affect existing rules laid down in the directives currently in force in this area , in particular directives 96 / 9 / ec , 2001 / 29 / ec , 2006 / 115 / ec , 2009 / 24 / ec , 2012 / 28 / eu and 2014 / 26 / eu . ### except in the cases referred to in article 6 , this directive shall leave intact and shall in no way affect existing rules laid down in the directives currently in force in this area , in particular directives 96 / 9 / ec , 2000 / 31 / ec , 2001 / 29 / ec , 2006 / 115 / ec , 2009 / 24 / ec , 2012 / 28 / eu and 2014 / 26 / eu .


### in view of a potentially high number of access requests to and downloads of their works or other subject - matter , rightholders should be allowed to apply measures where there is risk that the security and integrity of the system or databases where the works or other subject - matter are hosted would be jeopardised . those measures should not exceed what is necessary to pursue the objective of ensuring the security and integrity of the system and should not undermine the effective application of the exception . ### in view of a potentially high number of access requests to and downloads of their works or other subject - matter , rightholders should be allowed to apply measures where there is risk that the security of the system or databases where the works or other subject - matter are hosted would be jeopardised .


### ‘ energy - related product’ means any good or system or service with an impact on energy consumption during use , which is placed on the market and put into service in the union , including parts to be incorporated into energy - related products which are placed on the market and put into service ; ### ‘ energy - related product’ means any good with an impact on energy consumption during use , which is placed on the market and put into service in the union , including parts to be incorporated into energy - related products which are placed on the market and put into service ;


### they shall display in a visible manner the label provided by the supplier or otherwise made available for a product covered by a delegated act ; ### they shall display in a visible manner , on the appliance or in its immediate proximity , the label provided by the supplier or otherwise made available for a product covered by a delegated act ;


### the competent authority shall appoint an independent expert within five working days of the application referred to in paragraph 1 and the receipt of the draft terms and reports . the expert shall be independent from the company being divided and may be a natural or a legal person depending upon the law of the member state concerned . member states shall take into account , in assessing the independence of the expert , the framework established in articles 22 and 22b of directive 2006 / 43 / ec . ### if the competent authority has recourse to an independent expert , that expert shall be independent from the company being divided and may be a natural or a legal person depending upon the law of the member state concerned . member states shall take into account , in assessing the independence of the expert , the framework established in articles 22 and 22b of directive 2006 / 43 / ec


### member states shall ensure that each of the merging companies makes an offer of adequate cash compensation in the common draft terms of the cross - border merger , as specified in article 122 , to those members referred to in paragraph 1 of this article who wish to exercise their right to dispose of their shareholdings . member states shall also establish the period for the acceptance of the offer , which shall not in any event exceed one month after the general meeting referred to in article 126 or , in cases where the approval of the general meeting is not required , within two months after the disclosure of the common draft terms of merger referred to in article 123 . member states shall further ensure that the merging companies are able to accept an offer communicated electronically to an address provided by those companies for that purpose . ### member states shall ensure that each of the merging companies makes an offer of appropriate cash compensation in the common draft terms of the cross - border merger , as specified in article 122 , to those members referred to in paragraph 1 of this article who wish to exercise their right to dispose of their shareholdings . the members shall express their intention of invoking their exit right before the general meeting or , in cases where the approval of the general meeting is not required , within one month after the disclosure of the common draft terms of merger referred to in article 123 . member states shall further ensure that the merging companies are able to accept an offer communicated electronically to an address provided by those companies for that purpose .


### the independent expert report referred to in article 160i , where applicable ; ### the assessment on the accuracy of the report and information submitted by the company as referred to in article 160i and where applicable , the report drawn up by the competent authority in accordance with article 160i without however disclosing any confidential information ; ;


### member states shall ensure that a company carrying out a cross - border conversion makes an offer of adequate compensation in the draft terms of the cross - border conversion as specified in the article 86d to the members , referred to in paragraph 1 of this article , who wish to exercise their right to dispose of their shareholdings . member states shall also establish the period for the acceptance of the offer , which shall not in any event exceed one month after the general meeting referred to in article 86i . member states shall further ensure that the company is able to accept an offer communicated electronically to an address provided by the company for that purpose . ### member states shall ensure that a company carrying out a cross - border conversion makes an offer of adequate compensation in the draft terms of the cross - border conversion as specified in the article 86d to the members , referred to in paragraph 1 of this article , who wish to exercise their right to dispose of their shareholdings . without prejudice to the exercise of the exit right , members shall communicate their intention to make use of it before the general meeting . member states shall also establish the period for the acceptance of the offer , which shall not in any event exceed one month after the general meeting referred to in article 86i . member states shall further ensure that the company is able to accept an offer communicated electronically to an address provided by the company for that purpose .


### the member state of the company being divided shall ensure that the competent authority shall not authorise the division when it determines , after an examination of the specific case and having regard to all relevant facts and circumstances , that it constitutes an artificial arrangement aimed at obtaining undue tax advantages or at unduly prejudicing the legal or contractual rights of employees , creditors or members . ### the member state of the company being divided shall ensure that the competent authority shall not authorise the division when it determines , on reasoned and objective grounds , after an examination of the specific case and having regard to all relevant facts and circumstances , that it constitutes an artificial arrangement aimed at obtaining undue tax advantages or at unduly prejudicing the legal or contractual rights of employees , creditors or members .


### in order to further enhance the existing cross - border merger procedure , it is necessary to simplify those merger rules , where appropriate , whilst at the same time ensuring that stakeholders , and in particular employees , are adequately protected . therefore , the existing cross - border merger rules should be modified in order to oblige the management or administrative organs of the merging companies to prepare separate reports detailing the legal and economic aspects of the cross - border merger for both members and for employees . the obligation on the management or administrative organ of the company to prepare the report for the members may however be waived , where those members are already informed about legal and economic aspects of the proposed merger . however , the report prepared for employees may only be waived where the merging companies and their subsidiaries do not have any employees other than those who form part of the management or administrative organ . ### in order to further enhance the existing cross - border merger procedure , it is necessary to simplify those merger rules , where appropriate , whilst at the same time ensuring that shareholders , creditors and in particular employees , are adequately protected . therefore , the existing cross - border merger rules should be modified in order to oblige the management or administrative organs of the merging companies to prepare a detailed report on the legal and economic aspects of the cross - border merger for both members , especially minority shareholders , and for employees in full respect of the autonomy of the social partners . the obligation on the management or administrative organ of the company to provide certain specific information for the members may however be waived , where those members are already informed about legal and economic aspects of the proposed merger . however , the requirement to provide certain specific information related to employees may only be waived where the merging companies and their subsidiaries do not have any employees other than those who form part of the management or administrative organ .


### however , the report referred to in paragraph 1 , shall not be required where all the members of the company being divided have agreed to waive this document . ### however , points , , and of the report referred to in paragraph 1 , shall not be required where all the members of the company being divided have agreed to waive this obligation . where the company being divided and all of their subsidiaries , if any , have no employees , other than those who form part of the management or administrative organ , the information referred to in paragraph 1 , and , shall not be required .


### member states shall ensure that the company carrying out the cross - border conversion applies not less than two months before the date of the general meeting referred to in article 86i to the competent authority designated in accordance with article 86m , to appoint an expert to examine and assess the draft terms of the cross - border conversion and the reports referred to in articles 86e and 86f , subject to the proviso set out in paragraph 6 of this article . ### member states shall ensure that the company carrying out the cross - border conversion applies not less than two months before the date of the general meeting referred to in article 86i to the competent authority designated in accordance with article 86m , for the examination and the assessment the draft terms of the cross - border conversion and the reports referred to in articles 86e , subject to the proviso set out in paragraph 6 of this article .


### the members holding shares with voting rights and who did not vote for the approval of the draft terms of the cross - border conversion ; ### the members holding shares with voting rights and who voted against or who did not attend the general meeting but expressed their intention before the meeting to vote against the approval of the draft terms of the cross - border conversion ;


### in order to provide information to its employees , the company carrying out the cross - border conversion should prepare a report explaining the implications of the proposed cross - border conversion for employees . the report should explain in particular the implications of the proposed cross - border conversion on the safeguarding of the jobs of the employees , whether there would be any material change in the employment relationships and the locations of the companies’ places of business and how each of these factors would relate to any subsidiaries of the company . this requirement should not however apply where the only employees of the company are in its administrative organ . the provision of the report should be without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of directive 2002 / 14 / ec of the european parliament and of the council43 or directive 2009 / 38 / ec of the european parliament and of the council44 . _________________ 43 directive 2002 / 14 / ec of the european parliament and of the council of 11 march 2002 establishing a general framework for informing and consulting employees in the european community . 44 directive 2009 / 38 / ec of the european parliament and of the council of 6 may 2009 on the establishment of a european works council or a procedure in community - scale undertakings and community - scale groups of undertakings for the purposes of informing and consulting employees . ### in order to provide information to its employees , this report should also explain the implications of the proposed cross - border conversion for employees . it should explain in particular the implications of the proposed cross - border conversion on the safeguarding of the jobs of the employees , whether there would be any material change in the employment relationships and the locations of the companies’ places of business and how each of these factors would relate to any subsidiaries of the company . this requirement should not however apply where the only employees of the company are in its administrative organ . the provision of this information should be without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of directive 2002 / 14 / ec of the european parliament and of the council43 or directive 2009 / 38 / ec of the european parliament and of the council44 . _________________ 43 directive 2002 / 14 / ec of the european parliament and of the council of 11 march 2002 establishing a general framework for informing and consulting employees in the european community . 44 directive 2009 / 38 / ec of the european parliament and of the council of 6 may 2009 on the establishment of a european works council or a procedure in community - scale undertakings and community - scale groups of undertakings for the purposes of informing and consulting employees .


### the report shall be made available , at least electronically , to the members of each of the merging companies not less than one month before the date of the general meeting referred to in article 126 . the report shall also be made similarly available to the representatives of the employees of each of the merging companies , or where there are no such representatives , to the employees themselves . however , where the approval of the merger is not required by general meeting of the acquiring company in accordance with article 126 , the report shall be made available , at least one month before the date of the general meeting of the other merging company or companies . ### the report shall be made available , at least electronically , to the members of each of the merging companies and to the representatives of the employees of each of the merging companies or , where there are no such representatives , to the employees themselves . however , where the approval of the merger is not required by general meeting of the acquiring company in accordance with article 126 , the report shall be made available , at least one month before the date of the general meeting of the other merging company or companies .


### in order to ensure the accuracy of the information contained in the draft terms of division and in the reports addressed to the members and employees and to provide factual elements necessary to assess whether the proposed division constitutes an artificial arrangement which could not be authorised , an independent expert report to assess the division plan should be required to be prepared . in order to secure the independence of the expert , the expert should be appointed by the competent authority , following an application by the company . in this context , the expert report should present all relevant information to enable the competent authority of the member state of the company being divided to take an informed decision as to whether or not to issue the pre - division certificate to this end , the expert should be able to obtain all the relevant company information and documents and carry out all necessary investigations in order to gather all the evidence required . the expert should use information , in particular net turnover and profit or loss , number of employees and the composition of balance sheet collected by the company in view of the preparation of financial statements in accordance with union law and the law of member states . however , in order to protect any confidential information , including business secrets of the company , such information should not form part of the expert’s final report which itself would be publically available . ### in order to ensure the accuracy of the information contained in the draft terms of division and in the reports addressed to the members and employees and to provide factual elements necessary to assess whether the proposed division constitutes an artificial arrangement which could not be authorised , the competent authority should be required to assess the division plan . in this context , the report should present all relevant information to enable the competent authority of the member state of the company being divided to take an informed decision as to whether or not to issue the pre - division certificate . to this end , the competent authority should be able to obtain all the relevant company information and documents and carry out all necessary investigations in order to gather all the evidence required . the competent authority should use information , in particular net turnover and profit or loss , number of employees and the composition of balance sheet collected by the company in view of the preparation of financial statements in accordance with union law and the law of member states . however , in order to protect any confidential information , including business secrets of the company , such information should not be made publically available , but should nevertheless be at the disposal , under confidentiality requirements , to the competent authority and where applicable under national law , to employee representatives .


### the members holding shares with voting rights and who did not vote for the approval of the common draft terms of the cross - border merger ; ### the members holding shares with voting rights and who voted against or did not attend the general meeting but expressed their intention before the meeting to vote against the approval of the common draft terms of the cross - border merger ;


### in order to assess the accuracy of the information contained in the draft terms of conversion and in the reports addressed to the members and employees and to provide factual elements necessary to assess whether the proposed conversion constitutes an artificial arrangement , an independent expert report should be required to be prepared in order to assess the proposed cross - border conversion . in order to secure the independence of the expert , the expert should be appointed by the competent authority , following an application by the company . in this context , the expert report should present all relevant information to enable the competent authority in the departure member state to take an informed decision as to whether or not to issue the pre - conversion certificate . to this end , the expert should be able to obtain all the relevant company information and documents and carry out all necessary investigations in order to gather all the evidence required . the expert should use information , in particular net turnover and profit or loss , number of employees and the composition of balance sheet collected by the company in view of the preparation of financial statements in accordance with union law and the law of member states . however , in order to protect any confidential information , including business secrets of the company , such information should not form part of the expert’s final report which itself would be publically available . ### in order to assess the accuracy of the information contained in the draft terms of conversion and merger and in the report addressed to the members and employees and to provide factual elements necessary to assess whether the proposed conversion constitutes an artificial arrangement , the competent authority should be required to assess the proposed cross - border conversion and merger . in this context , the company should present all relevant information to enable the competent authority in the departure member state to take an informed decision as to whether or not to issue the pre - conversion certificate . to this end , the competent authority should be able to obtain all the relevant company information and documents and carry out all necessary investigations in order to gather all the evidence required . the competent authority of the departure member state may also in this regard ask questions to the competent authority in the member state of destination . the competent authority should use information , in particular net turnover and profit or loss , number of employees and the composition of balance sheet collected by the company in view of the preparation of financial statements in accordance with union law and the law of member states . however , in order to protect any confidential information , including business secrets of the company , such information should not be made publically available , but should nevertheless be at the disposal , under confidentiality requirements , to the competent authority and where applicable under national law , to employee representatives .


### in order to ensure the accuracy of the information contained in the draft terms of division and in the reports addressed to the members and employees and to provide factual elements necessary to assess whether the proposed division constitutes an artificial arrangement which could not be authorised , an independent expert report to assess the division plan should be required to be prepared . in order to secure the independence of the expert , the expert should be appointed by the competent authority , following an application by the company . in this context , the expert report should present all relevant information to enable the competent authority of the member state of the company being divided to take an informed decision as to whether or not to issue the pre - division certificate to this end , the expert should be able to obtain all the relevant company information and documents and carry out all necessary investigations in order to gather all the evidence required . the expert should use information , in particular net turnover and profit or loss , number of employees and the composition of balance sheet collected by the company in view of the preparation of financial statements in accordance with union law and the law of member states . however , in order to protect any confidential information , including business secrets of the company , such information should not form part of the expert’s final report which itself would be publically available . ### the competent national authority shall be able to evaluate the accuracy of the information contained in the draft terms of division and in the report addressed to the members and employees . where the competent authority considers , based on reasonable grounds that there is a risk that the cross - border division represents an artificial arrangement , it shall draw up a report in order to assess the proposed division with all necessary factual elements . in such case , the competent authority can have recourse to an independent expert . in this context , the report should present all relevant information to enable the competent authority of the member state of the company being divided to take an informed decision as to whether or not to issue the pre - division certificate to this end , the competent authority should be able to obtain all the relevant company information , such as net turnover and profit or loss , number of employees and the composition of balance sheet collected by the company in view of the preparation of financial statements in accordance with union law and the law of member states and documents and carry out all necessary investigations in order to gather all the evidence required . however , in order to protect any confidential information , including business secrets of the company , such information should not form part of the final report which itself would be publically available .


### it is appropriate that those members who held voting rights and who did not vote to approve the draft terms of conversion and those members without voting rights , who could not present their position , should be afforded the right to exit the company . those members should be able to leave the company and receive cash compensation for their shares equivalent to the value of their shares . furthermore , they should have a right to challenge the calculation and adequacy of that cash compensation offered before a court . ### it is appropriate that those members who held voting rights and who voted against or were unable to attend the general meeting but expressed their intention before the meeting to vote against the approval of the draft terms of conversion and those members without voting rights , who could not present their position , should be afforded the right to exit the company . those members should be able to leave the company and receive cash compensation for their shares equivalent to the value of their shares . furthermore , they should have a right to challenge the calculation and adequacy of that cash compensation offered before a court .


### member states shall ensure that information submitted to the independent expert can only be used for the purpose of drafting their report and that confidential information , including business secrets , shall not be disclosed . where appropriate , the expert may submit a separate document containing any such confidential information to the competent authority , designated in accordance with article 86m and that separate document shall only be made available to the company carrying out the cross - border conversion and not be disclosed to any other party . ### member states shall ensure that information gathered by the competent authority can only be used for the purpose of drafting their report and that confidential information , including business secrets , shall not be disclosed . where appropriate , the competent authority may submit a separate document containing any such confidential information and that separate document shall only be made available to the company carrying out the cross - border conversion and not be disclosed to any other party .


### member states shall ensure that information submitted to the independent expert can only be used for the purpose of drafting their report and that confidential information , including business secrets , shall not be disclosed . where appropriate , the expert may submit a separate document containing any such confidential information to the competent authority , designated in accordance with article 86m and that separate document shall only be made available to the company carrying out the cross - border conversion and not be disclosed to any other party . ### member states shall ensure that information submitted to the competent authority can only be used for the purpose of drafting their report and that confidential information , including business secrets , shall not be disclosed . where appropriate , the competent authority may produce a separate document containing any such confidential information and that separate document shall only be made available to the company carrying out the cross - border conversion and not be disclosed to any other party .


### furthermore , in order to enhance the protection afforded to the employees of the merging company or companies , employees or their representatives may provide their opinion on the company report setting out the implications of the cross - border merger for them . the provision of the report should be without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of council directive 2001 / 23 / ec48 , directive 2002 / 14 / ec or directive 2009 / 38 / ec . __________________ 48 council directive 2001 / 23 / ec of 12 march 2001 on the approximation of the laws of the member states relating to the safeguarding of employees ' rights in the event of transfers of undertakings , businesses or parts of undertakings or businesses . ### furthermore , in order to enhance the protection afforded to the employees of the merging company or companies , employees or their representatives may provide , prior to the merge , their opinion , to be included in the report , on the implications of the cross - border merger for them . the provision of the report should be without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of council directive 2001 / 23 / ec48 , directive 2002 / 14 / ec or directive 2009 / 38 / ec . __________________ 48 council directive 2001 / 23 / ec of 12 march 2001 on the approximation of the laws of the member states relating to the safeguarding of employees ' rights in the event of transfers of undertakings , businesses or parts of undertakings or businesses .


### member states shall ensure in order to assess whether the cross - border division constitutes an artificial arrangement within the meaning of article 160d of this directive , the competent authority of the company being divided shall carry out an in - depth assessment of all relevant facts and circumstances and shall take into account at a minimum the following : the characteristics of the establishment in the member states concerned , including the intent , the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the commercial risks assumed by the company being divided in the member state of that company and member states of recipient companies . ### member states shall ensure in order to assess whether the cross - border division constitutes an artificial arrangement within the meaning of article 160d of this directive , the competent authority of the company being divided shall carry out an in - depth assessment of all relevant facts and circumstances . .


### a description of all factual elements necessary for the competent authority , designated in accordance with article 86m , to carry out an in - depth assessment to determine whether the intended cross - border conversion constitutes an artificial arrangement in accordance with article 86n , including at a minimum the following : the characteristics of the establishment in the destination member state , including the intent , the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the commercial risks assumed by the converted company in the destination member state and the departure member state . ### a description of all factual elements necessary to carry out an in - depth assessment to determine whether the intended cross - border conversion constitutes an artificial arrangement in accordance with article 86n , including the following : the characteristics of the establishment in the destination member state , including the intent , the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the possible commercial risks to be assumed by the converted company in the destination member state and the departure member state .


### the independent expert report referred to in article 86g , where applicable ; ### the assessment of the accuracy of the report and information submitted by the company as referred to in article 86g and where applicable , the report drawn up by the competent authority in accordance with article 86g without however disclosing any confidential information ;


### member states shall ensure that each of the merging companies makes an offer of adequate cash compensation in the common draft terms of the cross - border merger , as specified in article 122 , to those members referred to in paragraph 1 of this article who wish to exercise their right to dispose of their shareholdings . member states shall also establish the period for the acceptance of the offer , which shall not in any event exceed one month after the general meeting referred to in article 126 or , in cases where the approval of the general meeting is not required , within two months after the disclosure of the common draft terms of merger referred to in article 123 . member states shall further ensure that the merging companies are able to accept an offer communicated electronically to an address provided by those companies for that purpose . ### member states shall ensure that each of the merging companies makes an offer of adequate cash compensation in the common draft terms of the cross - border merger , as specified in article 122 , to those members referred to in paragraph 1 of this article who wish to exercise their right to dispose of their shareholdings . without prejudice to the exercise of the exit right , members shall communicate their intention to make use of it before the general meeting . member states shall also establish the period for the acceptance of the offer , which shall not in any event exceed one month after the general meeting referred to in article 126 or , in cases where the approval of the general meeting is not required , within one month after the disclosure of the common draft terms of merger referred to in article 123 . member states shall further ensure that the merging companies are able to accept an offer communicated electronically to an address provided by those companies for that purpose .


### in order to assess the accuracy of the information contained in the draft terms of conversion and in the reports addressed to the members and employees and to provide factual elements necessary to assess whether the proposed conversion constitutes an artificial arrangement , an independent expert report should be required to be prepared in order to assess the proposed cross - border conversion . in order to secure the independence of the expert , the expert should be appointed by the competent authority , following an application by the company . in this context , the expert report should present all relevant information to enable the competent authority in the departure member state to take an informed decision as to whether or not to issue the pre - conversion certificate . to this end , the expert should be able to obtain all the relevant company information and documents and carry out all necessary investigations in order to gather all the evidence required . the expert should use information , in particular net turnover and profit or loss , number of employees and the composition of balance sheet collected by the company in view of the preparation of financial statements in accordance with union law and the law of member states . however , in order to protect any confidential information , including business secrets of the company , such information should not form part of the expert’s final report which itself would be publically available . ### the competent national authorities shall be able to assess the accuracy of the information contained in the draft terms of conversion and in the reports addressed to the members and employees . where the competent authority consider , based on reasonable grounds , that there is a risk that the cross - border conversion represents an artificial arrangement it shall draw up a report in order to assess the proposed cross - border conversion with all necessary factual elements provided by the company . in such case , the authority can have recourse to an independent expert . in this context , the report should contain all relevant information to enable the competent authority in the departure member state to take an informed decision as to whether or not to issue the pre - conversion certificate . to this end , the competent authority should be able to obtain all the relevant company information , such as net turnover and profit or loss , number of employees and the composition of balance sheet collected by the company in view of the preparation of financial statements in accordance with union law and the law of member states , and documents and carry out all necessary investigations in order to gather all the evidence required . however , in order to protect any confidential information , including business secrets of the company , such information should not form part of the final report which itself would be publically available .


### in order to provide information to its members , the company being divided should prepare a report . the report should explain and substantiate the legal and economic aspects of the proposed cross - border division , in particular explaining the implications of the cross - border division for members with regard to the future business of the company and the management organs’ strategic plan . it should also include explanations about the exchange ratio , where applicable , the criteria to determine the allocation of shares and potential remedies available to members , where they do not agree with the decision to carry out a cross - border division . ### in order to provide information to its members and employees , the company being divided should prepare a report in full respect of the autonomy of the social partners . with regard to the interests of members , and especially minority shareholders , the report should explain and substantiate the legal and economic aspects of the proposed cross - border division , in particular explaining the implications of the cross - border division for members with regard to the future business of the company and the management organs’ strategic plan . it should also include explanations about the exchange ratio , where applicable , the criteria to determine the allocation of shares and potential remedies available to members , where they do not agree with the decision to carry out a cross - border division .


### the competent authority shall appoint an independent expert within five working days from the application referred to in paragraph 1 and the receipt of the draft terms and reports . the expert shall be independent from the company carrying out the cross - border conversion and may be a natural or a legal person depending upon the law of the departure member state . member states shall take into account , in assessing the independence of the expert , the framework established in articles 22 and 22b of directive 2006 / 43 / ec . ### if the competent authority has recourse to an independent expert this expert shall be independent from the company carrying out the cross - border conversion and may be a natural or a legal person depending upon the law of the departure member state . member states shall take into account , in assessing the independence of the expert , the framework established in articles 22 and 22b of directive 2006 / 43 / ec .


### member states shall ensure that information submitted to the independent expert can only be used for the purpose of drafting their report and that confidential information , including business secrets , shall not be disclosed . where appropriate , the expert may submit a separate document containing any such confidential information to the competent authority , designated in accordance with article 86m and that separate document shall only be made available to the company carrying out the cross - border conversion and not be disclosed to any other party . ### member states shall ensure that information submitted to the competent authority can only be used for the purpose of drafting their report and that confidential information , including business secrets , shall not be disclosed , other than to employee representatives in accordance with national law and practice .


### in order to further enhance the existing cross - border merger procedure , it is necessary to simplify those merger rules , where appropriate , whilst at the same time ensuring that stakeholders , and in particular employees , are adequately protected . therefore , the existing cross - border merger rules should be modified in order to oblige the management or administrative organs of the merging companies to prepare separate reports detailing the legal and economic aspects of the cross - border merger for both members and for employees . the obligation on the management or administrative organ of the company to prepare the report for the members may however be waived , where those members are already informed about legal and economic aspects of the proposed merger . however , the report prepared for employees may only be waived where the merging companies and their subsidiaries do not have any employees other than those who form part of the management or administrative organ . ### in order to further enhance the existing cross - border merger procedure , it is necessary to simplify those merger rules , where appropriate , whilst at the same time ensuring that shareholders , creditors and in particular employees , are adequately protected . therefore , the existing cross - border merger rules should be modified in order to oblige the management or administrative organs of the merging companies to prepare a detailed report on the legal and economic aspects of the cross - border merger for both members , especially minority shareholders , and for employees in full respect of the autonomy of the social partners . the obligation on the management or administrative organ of the company to provide certain specific information for the members may however be waived , where those members are already informed about legal and economic aspects of the proposed merger . however , the requirement to provide certain specific information related to employees may only be waived where the merging companies and their subsidiaries do not have any employees other than those who form part of the management or administrative organ .


### in order to provide information to its employees , the company carrying out the cross - border conversion should prepare a report explaining the implications of the proposed cross - border conversion for employees . the report should explain in particular the implications of the proposed cross - border conversion on the safeguarding of the jobs of the employees , whether there would be any material change in the employment relationships and the locations of the companies’ places of business and how each of these factors would relate to any subsidiaries of the company . this requirement should not however apply where the only employees of the company are in its administrative organ . the provision of the report should be without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of directive 2002 / 14 / ec of the european parliament and of the council43 or directive 2009 / 38 / ec of the european parliament and of the council44 . __________________ 43 directive 2002 / 14 / ec of the european parliament and of the council of 11 march 2002 establishing a general framework for informing and consulting employees in the european community . 44 directive 2009 / 38 / ec of the european parliament and of the council of 6 may 2009 on the establishment of a european works council or a procedure in community - scale undertakings and community - scale groups of undertakings for the purposes of informing and consulting employees . ### in order to provide information to its employees , this report should also explain the implications of the proposed cross - border conversion for employees and / or their representatives . in order to avoid duplications , companies may decide to combine this report with the report addressed to the members . it should explain in particular the implications of the proposed cross - border conversion on the safeguarding of the jobs of the employees , whether there would be any material change in the employment relationships , on the application of collective agreements and the locations of the companies’ central administration or places of business and how each of these factors would relate to any subsidiaries of the company . the requirement for certain specific information should not however apply where the only employees of the company are in its administrative organ and should be delivered in a timely manner . the provision of the report should not create unnecessary administrative requirements or duplication of existing requirements and should be without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of directive 2002 / 14 / ec of the european parliament and of the council43 or directive 2009 / 38 / ec of the european parliament and of the council44 . __________________ 43 directive 2002 / 14 / ec of the european parliament and of the council of 11 march 2002 establishing a general framework for informing and consulting employees in the european community . 44 directive 2009 / 38 / ec of the european parliament and of the council of 6 may 2009 on the establishment of a european works council or a procedure in community - scale undertakings and community - scale groups of undertakings for the purposes of informing and consulting employees .


### member states shall ensure that information submitted to the independent expert can only be used for the purpose of drafting the report and that confidential information , including business secrets , shall not be disclosed . where appropriate , the expert may submit a separate document containing confidential information to the competent authority designated in accordance with article 160o and that separate document shall only be made available to the company being divided and not be disclosed to any third party . ### member states shall ensure that information submitted to the competent authority can only be used for the purpose of drafting the report and that confidential information , including business secrets , shall not be disclosed . where appropriate , the competent authority may produce a separate document containing confidential information and that separate document shall only be made available to the company being divided and not be disclosed to any third party .


### the competent authority shall appoint an independent expert within five working days of the application referred to in paragraph 1 and the receipt of the draft terms and reports . the expert shall be independent from the company being divided and may be a natural or a legal person depending upon the law of the member state concerned . member states shall take into account , in assessing the independence of the expert , the framework established in articles 22 and 22b of directive 2006 / 43 / ec . ### if the competent authority has recourse to an independent expert , that expert shall be independent from the company being divided and may be a natural or a legal person depending upon the law of the member state concerned . member states shall take into account , in assessing the independence of the expert , the framework established in articles 22 and 22b of directive 2006 / 43 / ec


### a description of all factual elements necessary for the competent authority designated in accordance with article 160o , to carry out an in - depth assessment to determine whether the intended cross - border division constitutes an artificial arrangement in accordance with article 160p , at a minimum the following : the characteristics of the establishments in the member states concerned of the recipient companies , including the intent , the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the commercial risks assumed by the company being divided in the member states of the recipient companies . ### a description of all factual elements necessary , to carry out an in - depth assessment to determine whether the intended cross - border division constitutes an artificial arrangement in accordance with article 160p , at a minimum the following : the characteristics of the establishments in the member states concerned of the recipient companies , including the intent , the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the possible commercial risks to be assumed by the company being divided in the member states of the recipient companies .


### in order to provide information to its employees , the company carrying out the cross - border conversion should prepare a report explaining the implications of the proposed cross - border conversion for employees . the report should explain in particular the implications of the proposed cross - border conversion on the safeguarding of the jobs of the employees , whether there would be any material change in the employment relationships and the locations of the companies’ places of business and how each of these factors would relate to any subsidiaries of the company . this requirement should not however apply where the only employees of the company are in its administrative organ . the provision of the report should be without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of directive 2002 / 14 / ec of the european parliament and of the council43 or directive 2009 / 38 / ec of the european parliament and of the council44 . _________________ 43 directive 2002 / 14 / ec of the european parliament and of the council of 11 march 2002 establishing a general framework for informing and consulting employees in the european community . 44 directive 2009 / 38 / ec of the european parliament and of the council of 6 may 2009 on the establishment of a european works council or a procedure in community - scale undertakings and community - scale groups of undertakings for the purposes of informing and consulting employees . ### in order to provide information to its employees , this report should also explain the implications of the proposed cross - border conversion for employees . it should explain in particular the implications of the proposed cross - border conversion on the safeguarding of the jobs of the employees , whether there would be any material change in the employment relationships and the locations of the companies’ places of business and how each of these factors would relate to any subsidiaries of the company . this requirement should not however apply where the only employees of the company are in its administrative organ . the provision of this information should be without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of directive 2002 / 14 / ec of the european parliament and of the council43 or directive 2009 / 38 / ec of the european parliament and of the council44 . _________________ 43 directive 2002 / 14 / ec of the european parliament and of the council of 11 march 2002 establishing a general framework for informing and consulting employees in the european community . 44 directive 2009 / 38 / ec of the european parliament and of the council of 6 may 2009 on the establishment of a european works council or a procedure in community - scale undertakings and community - scale groups of undertakings for the purposes of informing and consulting employees .


### the reports referred to in articles 86e and 86f . ### the report referred to in article 86e .


### the independent expert report referred to in article 160i , where applicable ; ### the assessment on the accuracy of the report and information submitted by the company as referred to in article 160i and where applicable , the report drawn up by the competent authority in accordance with article 160i without however disclosing any confidential information ; ;


### the members holding shares with voting rights and , who did not vote for the approval of the draft terms of the cross - border division ; ### the members holding shares with voting rights and , who voted against or did not attend the general meeting but expressed their intention before that meeting to vote against the approval of the draft terms of the cross - border division ;


### member states shall ensure that the independent expert shall be entitled to obtain from the company being divided all relevant information and documents and to carry out all necessary investigations to verify all elements of the draft terms or management reports . the independent expert shall also be entitled to receive comments and opinions from the representatives of the employees of the company , or , where there are no such representatives , employees themselves and also from the creditors and members of the company . ### member states shall ensure that the competent authority shall be entitled to obtain from the company being divided all relevant information and documents and to carry out all necessary investigations to verify all elements of the draft terms or management reports . the competent authority shall also be entitled to receive comments and opinions from the representatives of the employees of the company , or , where there are no such representatives , employees themselves and also from the creditors and members of the company .


### member states shall ensure in order to assess whether the cross - border conversion constitutes an artificial arrangement within the meaning of article 86c , that the competent authority of the departure member state carries out an in - depth assessment of all relevant facts and circumstances and shall take into account at a minimum the following : the characteristics of the establishment in the destination member state , including the intent , the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the commercial risks assumed by the converted company in the destination member state and the departure member state . ### member states shall ensure in order to assess whether the cross - border conversion constitutes an artificial arrangement within the meaning of article 86c , that the competent authority of the departure member state carries out an in - depth assessment of all relevant facts and circumstances .


### member states shall ensure that information submitted to the independent expert can only be used for the purpose of drafting the report and that confidential information , including business secrets , shall not be disclosed . where appropriate , the expert may submit a separate document containing confidential information to the competent authority designated in accordance with article 160o and that separate document shall only be made available to the company being divided and not be disclosed to any third party . ### member states shall ensure that information and opinions submitted to the competent authority can only be used for the purpose of drafting the report and that confidential information , including business secrets , shall not be disclosed .


### member states shall ensure that the company carrying out the cross - border conversion applies not less than two months before the date of the general meeting referred to in article 86i to the competent authority designated in accordance with article 86m , to appoint an expert to examine and assess the draft terms of the cross - border conversion and the reports referred to in articles 86e and 86f , subject to the proviso set out in paragraph 6 of this article . ### member states shall ensure that the company carrying out the cross - border conversion applies not less than two months before the date of the general meeting referred to in article 86i to the competent authority designated in accordance with article 86m for an assessment of the draft terms of the cross - border conversion and the report referred to in articles 86f , subject to the proviso set out in paragraph 6 of this article .


### the report shall be made available , at least electronically , to the members of each of the merging companies not less than one month before the date of the general meeting referred to in article 126 . the report shall also be made similarly available to the representatives of the employees of each of the merging companies , or where there are no such representatives , to the employees themselves . however , where the approval of the merger is not required by general meeting of the acquiring company in accordance with article 126 , the report shall be made available , at least one month before the date of the general meeting of the other merging company or companies . ### the report shall be made available , at least electronically , to the members of each of the merging companies and to the representatives of the employees of each of the merging companies or , where there are no such representatives , to the employees themselves . however , where the approval of the merger is not required by general meeting of the acquiring company in accordance with article 126 , the report shall be made available , at least one month before the date of the general meeting of the other merging company or companies .


### in order to encourage working parents and carers to remain in the work force , those workers should be able to adapt their working schedules to their personal needs and preferences . working parents and carers should therefore be able to request flexible working arrangements , meaning the possibility for workers to adjust their working patterns , including through the use of remote working arrangements , flexible working schedules , or a reduction in working hours , for caring purposes . in order to address the needs of workers and employers , it should be possible for member states to limit the duration of flexible working arrangements , including a reduction in working hours . while working part - time has been shown to be useful in allowing some women to remain in the labour market after having children , long periods of reduced working hours may lead to lower social security contributions translating into reduced or non - existing pension entitlements . the ultimate decision as to whether or not to accept a worker’s request for flexible working arrangements should lie with the employer , specific circumstances underlying the need for flexible working arrangements can change . workers should therefore not only have the right to return to their original working patterns at the end of a given agreed period , but should also be able to request to do so at any time where a change in the underlying circumstances so requires . ### in order to encourage working parents and carers to remain in the work force , employers should give them the possibility to adapt their working schedules to their personal needs and preferences . working parents and carers should be able to request flexible working arrangements , meaning the possibility for employees to adjust their working patterns , including through the use of remote working arrangements , flexible working schedules , or a reduction in working hours , for caring purposes . in order to address the needs of employees and employers , it should be possible for member states to limit the duration of flexible working arrangements , including a reduction in working hours . while working part - time has been shown to be useful in allowing some women to remain in the labour market after having children or other family responsibilities , long periods of reduced working hours may lead to lower social security contributions translating into reduced or non - existing pension entitlements . the ultimate decision as to whether or not to accept an employee’s request for flexible working arrangements should lie with the employer . specific circumstances underlying the need for flexible working arrangements can change . employees should therefore not only have the right to return to their original working patterns at the end of a given agreed period , but should also be able to request to do so at any time where a change in the underlying circumstances so requires .


### in order to provide greater possibility for parents to use parental leave as their children grow up , the right to parental leave should be granted until the child is at least twelve years old . member states should be able to specify the period of notice to be given by the worker to the employer when applying for parental leave and to decide whether the right to parental leave may be made subject to a certain period of service . in view of the growing diversity of contractual arrangements , the sum of successive fixed - term contracts with the same employer should be taken into account for the purpose of calculating the period of service . to balance the needs of workers with those of employers , member states should also be able to decide whether they define if the employer may be allowed to postpone the granting of parental leave under certain circumstances . in such cases , the employer should provide justification for the postponement . given that flexibility makes it more likely that second parents , in particular fathers , will take up their entitlement to such leave , workers should be able to request to take parental leave on a full - time or part - time basis or in other flexible forms . it should be up to the employer whether or not to accept such a request for parental leave in other flexible forms than full - time . member states should also assess if the conditions and detailed arrangements of parental leave should be adapted to the specific needs of parents in particularly disadvantaged situations . ### in order to provide greater possibility for parents to use parental leave as their children grow up , the right to parental leave should be granted until the child is at least thirteen years old . member states should be able to specify the period of notice to be given by the worker to the employer when applying for parental leave . in view of the growing diversity of contractual arrangements , the sum of successive fixed - term contracts with the same employer should be taken into account for the purpose of calculating the period of service . to balance the needs of workers with those of employers , member states should also be able to decide whether they define if the employer may be allowed to postpone the granting of parental leave under certain circumstances . in such cases , the employer should provide written justification for the postponement . given that flexibility makes it more likely that second parents , in particular fathers , will take up their entitlement to such leave , workers should be able to request to take parental leave on a full - time or part - time basis or in other flexible forms . it should be up to the employer whether or not to accept such a request for parental leave in other flexible forms than full - time . member states should also assess if the conditions and detailed arrangements of parental leave should be adapted to the specific needs of parents in particularly disadvantaged situations .


### where member states allow one parent to transfer their parental leave entitlement to the other parent , they shall ensure that at least four months of parental leave cannot be transferred . ### where member states allow one parent to transfer their parental leave entitlement to the other parent , they shall ensure that at least three months of parental leave cannot be transferred .


### member states shall take the necessary measures to ensure that workers have an individual right to parental leave of at least four months to be taken before the child reaches a given age which shall be at least twelve . ### member states shall take the necessary measures to ensure that workers have an individual right to parental leave of at least six months to be taken before the child reaches a given age which shall be at least thirteen .


### when flexible working arrangements referred to in paragraph 1 are limited in duration , the worker shall have the right to return to the original working pattern at the end of the agreed period . the worker shall also have the right to request to return to the original working pattern whenever a change of circumstances so justifies . employers shall be obliged to consider and respond to such requests , taking into account the needs of both employers and workers . ### when flexible working arrangements referred to in paragraph 1 are limited in duration , the worker shall have the right to return to the original working pattern at the end of the agreed period . the worker shall also have the right to request to return to the original working pattern whenever a change of circumstances so justifies . employers shall be obliged to consider and respond in writing to such requests , taking into account the needs of both employers and workers .


### member states shall take the necessary measures to ensure that fathers have the right to take paternity leave of at least ten working days on the occasion of the birth of a child . ### member states shall take the necessary measures to ensure that fathers have the right to take paternity leave of at least twelve working days on the occasion of the birth or adoption of a child , or at least fifteen days in the event of multiple births or adoptions .


### work - life balance remains however a considerable challenge for many parents and workers with caring responsibilities , with a negative impact on female employment . a major factor contributing to the underrepresentation of women in the labour market is the difficulty of balancing work and family obligations . when they have children , women tend to work less hours in paid employment and spend more time fulfilling unpaid care responsibilities . having an ill or dependent relative has also been shown to have a negative impact on female employment , leading some women to drop out of the labour market entirely . ### work - life balance remains however a considerable challenge for many parents and employees with caring responsibilities , with a negative impact on female employment . a major factor contributing to the underrepresentation of women in the labour market is the difficulty of balancing work and family obligations . when they have children , elderly dependents or immediate relatives with incapacitating chronic diseases , women are often obliged to work less hours in paid employment and spend more time fulfilling unpaid care responsibilities , leading some women to drop out of the labour market entirely .


### in order to provide greater possibility for parents to use parental leave as their children grow up , the right to parental leave should be granted until the child is at least twelve years old . member states should be able to specify the period of notice to be given by the worker to the employer when applying for parental leave and to decide whether the right to parental leave may be subject to a certain period of service . in view of the growing diversity of contractual arrangements , the sum of successive fixed - term contracts with the same employer should be taken into account for the purpose of calculating the period of service . to balance the needs of workers with those of employers , member states should also be able to decide whether they define if the employer may be allowed to postpone the granting of parental leave under certain circumstances . in such cases , the employer should provide justification for the postponement . given that flexibility makes it more likely that second parents , in particular fathers , will take up their entitlement to such leave , workers should be able to request to take parental leave on a full - time or part - time basis or in other flexible forms . it should be up to the employer whether or not to accept such a request for parental leave in other flexible forms than full - time . member states should also assess if the conditions and detailed arrangements of parental leave should be adapted to the specific needs of parents in particularly disadvantaged situations . ### in order to provide greater possibility for parents to use parental leave as their children grow up , the right to parental leave should be granted until the child is at least fourteen years old . member states should specify the period of notice to be given by the worker to the employer when applying for parental leave . the right to parental leave should not be subject to a certain period of service . in view of the growing diversity of contractual arrangements , the sum of successive fixed - term contracts with the same employer should be taken into account for the purpose of calculating the period of service . to balance the needs of workers with those of employers , member states should also be able to decide whether they define if the employer may be allowed to postpone the granting of parental leave under certain circumstances . in such cases , the employer should provide written justification for the postponement . given that flexibility makes it more likely that second parents , in particular fathers , will take up their entitlement to such leave , workers should be able to request to take parental leave on a full - time or part - time basis or in other flexible forms . it should be up to the employer whether or not to accept such a request for parental leave in other flexible forms than full - time . member states should also assess if the conditions and detailed arrangements of parental leave should be adapted to the specific needs of parents in particularly disadvantaged situations .