### a ce marked fertilising product that has undergone a recovery operation and complies with the requirements laid down in this regulation shall be considered to comply with the conditions laid down in article 6 of directive 2008 / 98 / ec and shall , therefore , be considered as having ceased to be waste . ### a ce marked fertilising product , containing or consisting of waste that has undergone a recovery operation in accordance with this regulation , that complies with the requirements laid down in this regulation shall be considered to comply with the conditions laid down in article 6 of directive 2008 / 98 / ec and shall , therefore , be considered as having ceased to be waste from the moment the eu certificate of conformity is drawn up .


### where a notified body finds that the requirements set out in annex i , annex ii or annex iii , or corresponding harmonised standards , common specifications referred to in article 13 or other technical specifications , have not been met by a manufacturer , it shall require that manufacturer to take appropriate corrective measures and shall not issue a certificate . ### where a notified body finds that the requirements set out in annex i , annex ii or annex iii , or corresponding harmonised standards , common specifications referred to in article 13 or other technical specifications , have not been met by a manufacturer , it shall require that manufacturer to take appropriate corrective measures and shall not issue a conformity certificate .


### where the market surveillance authorities of one member state have sufficient reason to believe that a ce marked fertilising product presents an unacceptable risk to human , animal or plant health , to safety or to the environment , they shall carry out an evaluation in relation to the fertilising product concerned covering the requirements laid down in this regulation . the relevant economic operators shall cooperate as necessary with the market surveillance authorities for that purpose . ### where the market surveillance authorities of one member state have sufficient reason to believe that a ce marked fertilising product presents a risk to human , animal or plant health , to safety or to the environment or to other aspects of public interest protection covered by this regulation , they shall carry out an evaluation in relation to the fertilising product concerned covering all the requirements laid down in this regulation . the relevant economic operators shall cooperate as necessary with the market surveillance authorities for that purpose .


### where , in the course of the evaluation , the market surveillance authorities find that the ce market fertilising product does not comply with the requirements laid down in this regulation , they shall without delay require the economic operator to take all appropriate corrective actions within a reasonable period to bring the fertilising product into compliance with those requirements , to withdraw the fertilising product from the market , to recall it , or to remove the ce marking . ### where , in the course of the evaluation , the market surveillance authorities find that the ce market fertilising product does not comply with the requirements laid down in this regulation , they shall without delay require the economic operator to take all appropriate corrective actions to bring the fertilising product into compliance with those requirements , to withdraw the fertilising product from the market or to recall it within a reasonable period , commensurate with the nature of the risk , as it may prescribe , and to remove the ce marking .


### where , having carried out an evaluation under article 37 , a member state finds that although a ce marked fertilising product is in compliance with this regulation it presents an unacceptable risk to human , animal or plant health , to safety or to the environment , it shall require the relevant economic operator to take all appropriate measures within a reasonable period to ensure that the fertilising product concerned , when placed on the market , no longer presents that risk , to withdraw the fertilising product from the market or to recall it . ### where , having carried out an evaluation under article 37 , a member state finds that although a ce&#160 ; marked fertilising product is in compliance with this regulation it presents an unacceptable risk to human , animal or plant health , to safety or to the environment or to other aspects of public interest protection , it shall without delay require the relevant economic operator to take all appropriate measures to ensure that the fertilising product concerned , when made available on the market , no longer presents that risk , to withdraw the fertilising product from the market or to recall it within a reasonable period , commensurate with&#160 ; the nature of the risk , as it may prescribe .


### lead 150 mg / kg dry matter , ### lead 20 mg / kg dry matter ,


### lead 120 mg / kg dry matter . ### lead 20 mg / kg dry matter .


### the modalities of the cooperation on coastguard functions of the agency with the european border and coast guard agency and the european fisheries control agency shall be determined in a working arrangement , in accordance with the financial rules applicable to the agencies . ### the modalities , conditions and limits of the cooperation on coastguard functions of the agency with the european border and coast guard agency and the european fisheries control agency shall be determined by the commission and submitted to the european parliament and the council for approval . the financial rules generally applicable to union agencies shall apply to the agency .


### the commission may adopt , in the form of a recommendation , a practical handbook on european cooperation on coastguard functions , containing guidelines , recommendations and best practices for the exchange of information and cooperation at national , union and international level . ### the commission , the council and / or the european parliament may adopt , in the form of a recommendation , a practical handbook on european cooperation on coastguard functions , containing guidelines , recommendations and best practices for the exchange of information and cooperation at national , union and international level and publish it on the relevant websites .


### national law prevents many ncas from having the necessary guarantees of independence and enforcement and fining powers to be able to enforce these rules effectively . this undermines their ability to effectively apply articles 101 and 102 tfeu and national competition law provisions in parallel to articles 101 and 102 tfeu as appropriate . for example , under national law many ncas do not have effective tools to find evidence of infringements of articles 101 and 102 tfeu , to fine companies which break the law or do not have the resources they need to effectively apply articles 101 and 102 tfeu . this can prevent them from taking action at all or results in them limiting their enforcement action . the lack of operational tools and guarantees of many ncas to effectively apply articles 101 and 102 tfeu means that undertakings engaging in anti - competitive practices can face very different outcomes of proceedings depending on the member states in which they are active : they may be subject to no enforcement at all under articles 101 or 102 tfeu or to ineffective enforcement . for example , in some member states , undertakings can escape liability for fines simply by restructuring . uneven enforcement of articles 101 and 102 tfeu and national competition law provisions applied in parallel to articles 101 and 102 tfeu results in missed opportunities to remove barriers to market entry and to create more open competitive markets throughout the european union where undertakings compete on their merits . undertakings and consumers particularly suffer in those member states where ncas are less - equipped to be effective enforcers . undertakings cannot compete on their merits where there are safe havens for anti - competitive practices , for example , because evidence of anti - competitive practices cannot be collected or because undertakings can escape liability for fines . they therefore have a disincentive to enter such markets and to exercise their rights of establishment and to provide goods and services there . consumers based in member states where there is less enforcement miss out on the benefits of effective competition enforcement . uneven enforcement of articles 101 and 102 tfeu and national competition law provisions applied in parallel to articles 101 and 102 tfeu throughout europe thus distorts competition in the internal market and undermines its proper functioning . ### national law prevents many ncas from having the necessary guarantees of independence and enforcement and fining powers to be able to enforce these rules effectively . this undermines their ability to effectively apply articles 101 and 102 tfeu and national competition law provisions in parallel to articles 101 and 102 tfeu as appropriate . for example , under national law many ncas do not have effective tools to find evidence of infringements of articles 101 and 102 tfeu , to fine companies which break the law or do not have the adequate human and financial resources and the budgetary autonomy they need to effectively apply articles 101 and 102 tfeu . over the last years , several ncas have seen their budget and staffing being reduced , threatening the proper functioning of ncas and the fulfilment of their missions . this can prevent them from taking action at all or results in them limiting their enforcement action . the lack of operational tools and guarantees of many ncas to effectively apply articles 101 and 102 tfeu means that undertakings engaging in anti - competitive practices can face very different outcomes of proceedings depending on the member states in which they are active : they may be subject to no enforcement at all under articles 101 or 102 tfeu or to ineffective enforcement . for example , in some member states , undertakings can escape liability for fines simply by restructuring . uneven enforcement of articles 101 and 102 tfeu and national competition law provisions applied in parallel to articles 101 and 102 tfeu results in missed opportunities to remove barriers to market entry and to create fairer competitive markets throughout the union where undertakings compete on their merits . undertakings and consumers particularly suffer in those member states where ncas are less - equipped to be effective enforcers . undertakings cannot compete on their merits where there are safe havens for anti - competitive practices , for example , because evidence of anti - competitive practices cannot be collected or because undertakings can escape liability for fines . they therefore have a disincentive to enter such markets and to exercise their rights of establishment and to provide goods and services there . consumers based in member states where there is less enforcement miss out on the benefits of effective competition enforcement . uneven enforcement of articles 101 and 102 tfeu and national competition law provisions applied in parallel to articles 101 and 102 tfeu throughout the union thus distorts competition in the internal market and undermines its proper functioning .


### conversely , detailed rules are necessary in the area of conditions for granting leniency for secret cartels . companies will only come clean about secret cartels in which they have participated if they have sufficient legal certainty about whether they will benefit from immunity from fines . the marked differences between the leniency programmes applicable in the member states lead to legal uncertainty for potential leniency applicants , which may weaken their incentives to apply for leniency . if member states could implement or apply either less or more restrictive rules for leniency in the area covered by this directive , this would not only go counter to the objective of maintaining incentives for applicants in order to render competition enforcement in the union as effective as possible , but would also risk jeopardising the level playing field for undertakings operating in the internal market . this does not prevent member states from applying leniency programmes that do not only cover secret cartels , but also other infringements of articles 101 and 102 tfeu and equivalent national provisions . ### conversely , detailed rules are necessary in the area of conditions for granting leniency for secret cartels . companies will only come clean about secret cartels in which they have participated if they have sufficient legal certainty about whether they will benefit from immunity from fines . the marked differences between the leniency programmes applicable in the member states lead to legal uncertainty for potential leniency applicants , which may weaken their incentives to apply for leniency . marked differences could also potentially lead to several members of a secret - cartel attempting to seek benefit from leniency programmes in different member states . if member states could implement or apply clearer and harmonised rules for leniency in the area covered by this directive , this would go towards the objective of maintaining incentives for applicants in order to render competition enforcement in the union as effective as possible , and would guarantee a level playing field for undertakings operating in the internal market . this does not prevent member states from applying leniency programmes that do not only cover secret cartels , but also other infringements of articles 101 and 102 tfeu and equivalent national provisions .


### to ensure the independence of ncas , their staff and members of the decision - making body should act with integrity and refrain from any action which is incompatible with the performance of their duties . the need to prevent the independent assessment of staff or members of the decision - making body being jeopardised entails that during their employment and term of office and for a reasonable period thereafter , they should refrain from any incompatible occupation , whether gainful or not . furthermore , this also entails that during their employment and their term of office , they should not have an interest in any businesses or organisations which have dealings with a nca to the extent that this has the potential to compromise their independence . the staff and the members of the decision - making body should declare any interest or asset which might create a conflict of interests in the performance of their duties . they should be required to inform the decision - making body , the other members thereof or , in the case of ncas in which the decision - making power rests with only one person , their appointing authority , if , in the performance of their duties , they are called upon to decide on a matter in which they have an interest which might impair their impartiality . ### to ensure the independence of ncas , their staff and members of the decision - making body should act with integrity and refrain from any action which is incompatible with the performance of their duties . the need to prevent the independent assessment of staff or members of the decision - making body being jeopardised entails that during their employment and term of office and for a reasonable period thereafter , they should refrain from any incompatible occupation , whether gainful or not . they should also declare any potential incompatible occupation of their close relatives . furthermore , this also entails that during their employment and their term of office , they should not have an interest in any businesses or organisations which have dealings with a nca to the extent that this has the potential to compromise their independence . the staff and the members of the decision - making body should declare any interest or asset which might create a conflict of interests in the performance of their duties , including any such interest of asset of their close relatives . they should be required to inform the decision - making body , the other members thereof or , in the case of ncas in which the decision - making power rests with only one person , their appointing authority , if , in the performance of their duties , they are called upon to decide on a matter in which they or their close relatives have an interest which might impair their impartiality . in addition , member states should ensure that a cooling off period exists for members of the decision - making body for a certain time after they leave the nca .


### the staff and the members of the decision - making body of national administrative competition authorities can perform their duties and exercise their powers for the application of articles 101 and 102 tfeu independently from political and other external influence ; ### the staff and the members of the decision - making body of national administrative competition authorities can perform their duties and exercise their powers for the application of articles 101 and 102 tfeu independently from political and other external influence . in particular , members of the decision - making body of national administrative competition authorities shall not be appointed by a political authority ;


### the staff and the members of the decision - making body of national administrative competition authorities neither seek nor take any instructions from any government or other public or private entity when carrying out their duties and exercising their powers for the application of articles 101 and 102 tfeu ; ### the staff and the members of the decision - making body of national administrative competition authorities neither seek nor take any instructions from any government or other public or private entity when recruiting staff , carrying out their duties and exercising their powers for the application of articles 101 and 102 tfeu ;


### maximum amount of the fine ### amount of the fine


### the fishing vessel is not included in an iuu vessel list adopted by a regional fisheries management organisation and / or by the union pursuant to council regulation 1005 / 2008 ; ### the fishing vessel is not included in an iuu vessel list adopted by a third country , a regional fisheries management organisation and / or by the union pursuant to council regulation 1005 / 2008 ;


### subsequently returned to the union fishing fleet register within 24 months from the date of leaving it . ### subsequently returned to the union fishing fleet register .


### it did not operate in waters of a non - cooperating third country pursuant to articles 31 and 33 of council regulation no 1005 / 2008 . ### it did not operate in waters of either a non - cooperating third country pursuant to articles 31 and 33 of council regulation no 1005 / 2008 or a third country which became identified as a country allowing non - sustainable fishing pursuant to point of article 4 of regulation no 1026 / 2012 .


### a flag member state shall not issue a fishing authorisation to a vessel that has been reflagged : ### a flag member state shall not issue a fishing authorisation to a vessel that has ever been reflagged :


### –evidence of the sustainability of the planned fishing activities , on the basis of : ### –evidence of the sustainability of the planned fishing activities and the existence of a surplus of allowable catch as required by article 31 of regulation no 1380 / 2013 , on the basis of :


### this chapter shall apply to fishing activities carried out on the high seas by union fishing vessels exceeding 24 meters in overall length . ### this chapter shall apply to fishing activities carried out on the high seas by union fishing vessels exceeding 24 meters in overall length or is capable of fishing on the high seas .


### it has been issued with a fishing authorisation by its flag member state ; and ### it has been issued with a fishing authorisation by its flag member state , contingent upon presentation of a scientific evaluation demonstrating the sustainability of the planned activities which has been validated by the national scientific institute of the flag member state ; and


### when carrying out fishing activities under this title , and if the sustainable fisheries partnership agreement with the third country so provides , an operator of a union fishing vessel shall send the relevant catch declarations and landing declarations to the third country , and send its flag member state a copy of that communication . ### when carrying out fishing activities under this title , an operator of a union fishing vessel shall send the relevant catch declarations and landing declarations to the third country , and send its flag member state a copy of that communication .


### name and flag of the vessel ; ### name and flag of the vessel and its cfr and imo number ;


### type of authorisation ; and ### type of authorisation , including fishing opportunities ; and


### proposal for a regulation of the european parliament and of the council establishing a framework on market access to port services and financial transparency of ports ### proposal for a directive of the european parliament and of the council establishing a framework on market access to port services and financial transparency of ports


### common rules on the financial transparency and charges to be applied by managing bodies or providers of port services . ### common rules on the financial transparency and charges to be applied by managing bodies or providers of seaport services .


### without prejudice to national and union law including collective agreements between social partners , the managing bodies of the port may require the designated provider of port services appointed in accordance with the procedure established by article 7 , in the case where this provider is different from the incumbent provider of port services , to grant staff previously taken on by the incumbent provider of port services the rights to which they would have been entitled if there had been a transfer within the meaning of directive 2001 / 23 / ec . ### without prejudice to national law , union law , in particular directive 2001 / 23 / ec , and collective agreements between social partners at the european , national , regional or local level , the managing bodies of the port shall require the designated provider of port services appointed in accordance with the procedure established by article 7 , in the case where this provider is different from the incumbent provider of port services , to respect rights in terms of informing and consulting workers and to grant staff previously taken on by the incumbent provider of port services the rights to which they would have been entitled if there had been a transfer within the meaning of directive 2001 / 23 / ec .


### without prejudice to paragraph 3 , port infrastructure charges may vary in accordance with commercial practices related to frequent users , or in order to promote a more efficient use of the port infrastructure , short sea shipping or a high environmental performance , energy efficiency or carbon efficiency of transport operations . the criteria used for such a variation shall be relevant , objective , transparent and non - discriminatory and in due respect of the competition rules . the resulting variation shall in particular be available to all relevant port service users on equal terms . ### without prejudice to paragraph 3 , port infrastructure charges may vary in accordance with the port’s economic strategy , commercial practices and spatial planning policy . these charges may thus vary in relation to frequent users , or in order to promote a more efficient use of the port infrastructure , short sea shipping or a high environmental performance , energy efficiency or carbon efficiency of transport operations . the criteria used for such a variation shall take into account external costs , be relevant , objective , transparent and non - discriminatory and in due respect of the competition rules . the resulting variation shall in particular be available to all relevant port service users on equal non - discriminatory terms .


### the managing body of the port shall make available to the competent independent supervisory body and to the commission , upon request , the information referred to in paragraph 4 and the detailed costs and revenues , serving as a basis to determine the structure and the level of the port infrastructure charges and the methodology used for setting the port infrastructure charges with regard to the facilities and services to which these port charges relate to . ### the managing body of the port shall make available to the competent independent supervisory body and to the commission , upon request , in a transparent manner the information referred to in paragraph 4 and the detailed costs and revenues , serving as a basis to determine the structure and the level of the port infrastructure charges and the methodology used for setting the port infrastructure charges with regard to the facilities and services to which these port charges relate to .


### the managing body of the port shall regularly consult stakeholders such as undertakings established in the port , providers of port services , operators of waterborne vessels , cargo owners , land transport operators and public administrations operating in the port area on the following : ### the managing body of the port shall regularly consult stakeholders such as undertakings established in the port , providers of port services , operators of waterborne vessels , cargo owners , land transport operators , port workers , and public administrations operating in the port area , inhabitants in and near to the port area and representatives of environmental non - governmental organisations on the following :


### it shall apply with effect from 1 july 2015 . ### it shall apply with effect from 1 july 2030 , if appropriate .


### in the area of renewable energy , as part of its assessment referred to in paragraph 1 , the commission shall assess the progress made in the share of energy from renewable sources in the union’s gross final consumption on the basis of a linear trajectory starting from 20% in 2020 and reaching at least 27% in 2030 as referred to in article 4 . ### in the area of renewable energy , as part of its assessment referred to in paragraph 1 , the commission shall assess the progress made in the share of energy from renewable sources in the union’s gross final consumption on the basis of a linear trajectory starting from 20% in 2020 and reaching at least 27% in 2030 as referred to in article 4 . this shall include holistic and comprehensive assessment with a view to maintaining and enhancing carbon sink capacity and ghg emission reduction .


### in respect of both third countries and member states that are a significant source of biofuels , bioliquids and biomass fuels consumed within the union , on national measures taken to respect the sustainability criteria and greenhouse gas saving criteria set out in article 26 , paragraphs 2 to 7 , of [ recast of directive 2009 / 28 / ec as proposed by com 767 ] , for soil , water and air protection . ### in respect of both third countries and member states that are a significant source of raw materials for biofuels , bioliquids and biomass fuels consumed within the union , on national measures taken to respect the sustainability criteria and greenhouse gas saving criteria set out in article 26 , paragraphs 2 to 7 , of [ recast of directive 2009 / 28 / ec as proposed by com 767 ] , for soil , water and air protection .


### actions with the aim of promoting exchanges of information and staff , technical and scientific assistance and specialised training help significantly to protect the union’s single currency against counterfeiting and related fraud and therefore to attain a high and equivalent level of protection across the union , whilst demonstrating the union’s ability to tackle serious organised crime . ### actions with the aim of promoting exchanges of information and staff , technical and scientific assistance and specialised training help significantly to protect the union’s single currency against counterfeiting and related fraud and therefore to attain a high and equivalent level of protection across the union , whilst demonstrating the union’s ability to tackle serious organised crime . such actions also help addressing the common challenges and links with money laundering and organised crime .


### the advice contained in the mid - term evaluation was that actions financed under the pericles 2020 programme should be continued , taking into account possibilities to simplify the submitting of applications , to encourage differentiation of beneficiaries , to continue focusing on emerging and recurrent counterfeiting threats and to streamline the key performance indicators . ### the advice contained in the mid - term evaluation was that actions financed under the pericles 2020 programme should be continued , while addressing the need to simplify the submitting of applications , to encourage differentiation of beneficiaries and the participation of a maximum of competent authorities from various countries in the activities of the programme , to continue focusing on emerging and recurrent counterfeiting threats and to streamline the key performance indicators .


### —use of detection tools with computer back - up ; ### —use of detection tools ;


### the groups referred to in paragraph 2 of this article may include participants from third countries if that is important for the fulfilment of the objectives provided for in article 2 . ### the groups referred to in paragraph 2 of this article may include participants from third countries .


### this directive respects the fundamental rights and observes the principles recognised in particular by the charter of fundamental rights of the european union . in particular , this directive seeks to ensure full respect for the right to freedom of expression , the freedom to conduct a business , the right to judicial review and to promote the application of the rights of the child enshrined in the charter of fundamental rights of the european union . ### this directive respects the fundamental rights and observes the principles recognised in particular by the charter of fundamental rights of the european union . in particular , this directive seeks to ensure full respect for the right to freedom of expression , the freedom to conduct a business , the right to judicial review and to promote the application of the rights of the child and the right to non - discrimination enshrined in the charter of fundamental rights of the european union .


### the commission shall , within three months following the notification of the measures taken by the member state in application of paragraphs 2 and 3 and after having consulted erga , take a decision on whether those measures are compatible with union law . that period shall begin on the day following the receipt of a complete notification . the notification shall be considered as complete if , within three months from its receipt , or from the receipt of any additional information requested , the commission does not request any further information . ### the commission shall , within two months following the notification of the measures taken by the member state in application of paragraphs 2 and 3 , and after having consulted erga , take a decision on whether those measures are compatible with union law . that period shall begin on the day following the receipt of a complete notification . the notification shall be considered as complete if , within two months from its receipt , or from the receipt of any additional information requested , the commission does not request any further information .


### member states shall encourage co - regulation and self - regulation through codes of conduct adopted at national level in the fields coordinated by this directive to the extent permitted by their legal systems . those codes shall be such that they are broadly accepted by the main stakeholders in the member states concerned . the codes of conduct shall clearly and unambiguously set out their objectives . they shall provide for regular , transparent and independent monitoring and evaluation of the achievement of the objectives aimed at . they shall provide for effective enforcement , including when appropriate effective and proportionate sanctions . ### the commission shall encourage and facilitate co - regulation and self - regulation through codes of conduct in the fields coordinated by this directive to the extent permitted by national legal systems . those codes shall be such that they are broadly accepted by the main stakeholders concerned and approved by the national regulatory body or authority . the codes of conduct shall clearly and unambiguously set out their objectives and measures . they shall provide for regular , transparent and independent monitoring and evaluation of the achievement of the objectives aimed at . they shall provide for effective and transparent enforcement , including when appropriate , effective and proportionate sanctions are applied . member states shall ensure that in the event co - regulation fails to achieve the desired level of protection , national regulatory bodies or authorities have effective enforcement powers , including through issuing binding codes of conduct and applying administrative sanctions .


### member states shall ensure by appropriate means that audiovisual media services provided by media service providers under their jurisdiction do not contain any incitement to violence or hatred directed against a group of persons or a member of such a group defined by reference to sex , racial or ethnic origin , religion or belief , disability , age or sexual orientation . ; ### ' member states shall ensure by appropriate means that audiovisual media services provided by media service providers under their jurisdiction do not contain any incitement to violence or hatred directed against a group of persons or a member of such a group defined by reference to sex , racial or ethnic origin , religion or belief , disability , age , or sexual orientation or gender identity . ' ;


### the directive 2017 / 1132 of the european parliament and of the council41 regulates cross - border mergers of limited liability companies . these rules represent a significant milestone in improving the functioning of the single market for companies and firms and to exercise the freedom of establishment . however , evaluation of these rules shows that there is a need for modifications in cross - border merger rules . furthermore , it is appropriate to provide for rules regulating cross - border conversions and divisions . _________________ 41 directive 2017 / 1132 of the european parliament and of the council of 14 june 2017 relating to certain aspects of company law . ### the directive 2017 / 1132 of the european parliament and of the council41 regulates cross - border mergers of limited liability companies . these rules represent a significant milestone in improving the functioning of the single market for companies and firms and to exercise the freedom of establishment and provide minimum protection for a series of affected stakeholders . however , evaluation of these rules shows that there is a need for modifications in cross - border merger rules . furthermore , it is appropriate to provide for rules regulating cross - border conversions and divisions . _________________ 41 directive 2017 / 1132 of the european parliament and of the council of 14 june 2017 relating to certain aspects of company law .


### freedom of establishment is one of the fundamental principles of union law . under the second paragraph of article 49 of the treaty on the functioning of the european union , when read in conjunction with article 54 of the tfeu , the freedom of establishment for companies or firms includes , inter alia , the right to form and manage such companies or firms under the conditions laid down by the legislation of the member state of establishment . this has been interpreted by the court of justice of the european union as encompassing the right of a company or firm formed in accordance with the legislation of a member state to convert itself into a company or firm governed by the law of another member state , provided that the conditions laid down by the legislation of that other member state are satisfied and , in particular , that the test adopted by the latter member state to determine the connection of a company or firm to its national legal order is satisfied . ### freedom of establishment is one of the fundamental principles of union law . under the second paragraph of article 49 of the treaty on the functioning of the european union , when read in conjunction with article 54 of the tfeu , the freedom of establishment for companies or firms includes , inter alia , the right to form and manage such companies or firms under the conditions laid down by the legislation of the member state of establishment . this has been extensively interpreted by the court of justice of the european union as encompassing the right of a company or firm formed in accordance with the legislation of a member state to convert itself into a company or firm governed by the law of another member state , provided that the conditions laid down by the legislation of that other member state are satisfied and , in particular , that the test adopted by the latter member state to determine the connection of a company or firm to its national legal order is satisfied . moreover , additional elements such as the existence of economic substance criteria are particularly important to take into account in order to avoid the misuse of this fundamental freedom for fraud purposes .


### in the absence of harmonisation of union law , the definition of the connecting factor that determines the national law applicable to a company or firm falls , in accordance with article 54 of the tfeu , within the competence of each member state to so define . article 54 of the tfeu places the factor of the registered office , the central administration and the principal place of business of a company or firm at the same degree of connection . therefore , as clarified in case - law , 42 where the member state of new establishment , namely the destination member state , requires only the transfer of the registered office as a connecting factor for the existence of a company under its national legislation , the fact that only the registered office is transferred does not as such exclude the applicability of the freedom of establishment under article 49 of the tfeu . the choice of the specific form of company in cross - border mergers , conversions and divisions or the choice of a member state of establishment are inherent in the exercise of the freedom of establishment guaranteed by the tfeu as part of a single market . _________________ 42 judgment of the court of justice of 25 october 2017 , polbud – wykonawstwo , c - 106 / 16 , ecli : eu : c : 2017 : 804 , paragraph 29 . ### in the absence of harmonisation of union law , the definition of the connecting factor that determines the national law applicable to a company or firm falls , in accordance with article 54 of the tfeu , within the competence of each member state to so define . article 54 of the tfeu places the factor of the registered office , the central administration and the principal place of business of a company or firm at the same degree of connection . given the contradictions arising from the freedom of establishment and the absence of a level playing field in the form of common coherent social and fiscal rules between member states , it is crucial to strike a balance between companies’ right to converge , merge and divide and other treaty principles . cross - border conversions should be conditioned to the company moving its registered office together with its head office in order to carry out a substantial part of its economic activity in the member state of destination .


### these developments in the case - law have opened up new opportunities for companies and firms in the single market in order to foster economic growth , effective competition and productivity . at the same time , the objective of a single market without internal borders for companies must also be reconciled with other objectives of european integration such as social protection , the protection of creditors and the protection of shareholders . such objectives , in the absence of harmonised rules specifically regarding cross - border conversions , are pursued by member states through a number of multifarious legal provisions and administrative practices . as a result , whereas companies are already able to merge cross - border , they experience a number of legal and practical difficulties when wishing to perform a cross - border conversion . moreover , the national legislation of many member states provides for the procedure of domestic conversions without offering an equivalent procedure for converting cross - border . ### these developments in the case - law have opened up new opportunities for companies and firms in the single market in order to foster economic growth , effective competition and productivity . at the same time , the objective of a single market without internal borders for companies must also be reconciled with other objectives of european integration such as social protection , the protection of creditors and the protection of shareholders , as well as the fight against attacks on financial interests of the union via for example money laundering and tax evasion . similarly , the union committed to respect the eu charter of fundamental rights . the freedom of establishment shall in no way undermine other values and principles guaranteed by the tfeu such as the promotion of a high level of employment and the guarantee of adequate social protection , improved living and working conditions and dialogue between management and labour , the development of human resources with a view to lasting high employment and the combating of exclusion or countering fraud and any other illegal activities affecting the financial interests of the union . such objectives , in the absence of harmonised rules specifically regarding cross - border conversions , are pursued by member states through a number of multifarious legal provisions and administrative practices . as a result , whereas companies are already able to merge cross - border , they experience a number of legal and practical difficulties when wishing to perform a cross - border conversion . moreover , the national legislation of many member states provides for the procedure of domestic conversions without offering an equivalent procedure for converting cross - border .


### given the complexity of cross - border conversions and the multitude of the interests concerned , it is appropriate to provide for an ex - ante control in order to create legal certainty . to that effect , a structured and multi - layered procedure should be set out whereby the competent authorities of both the departure and the destination member state ensure that a decision on the approval of a cross - border conversion is taken in a fair , objective and non - discriminatory manner on the basis of all relevant elements and by taking into account all legitimate public interests , in particular , the protection of employees , members and creditors . ### given the complexity of cross - border conversions and the multitude of the interests concerned , it is appropriate to provide for an ex - ante control in order to create legal certainty . to that effect , a structured and multi - layered procedure should be set out whereby the competent authorities of both the departure and the destination member state ensure that a decision on the approval of a cross - border conversion is taken in a fair , objective and non - discriminatory manner on the basis of all relevant elements and by taking into account all legitimate public interests , in particular , the protection of employees , members and creditors . procedures should also be in place for situations where additional information is available after the conversion but question whether the conversion has been done for abusive purposes .


### to allow all stakeholders ' legitimate interests to be taken into account in the procedure governing a cross - border conversion , the company should disclose the draft terms of the cross - border conversion containing the most important information about the proposed cross - border conversion , including the envisaged new company form , the instrument of constitution and the proposed timetable for the conversion . members , creditors and employees of the company carrying out the cross - border conversion should be notified in order that they can submit comments with regard to the proposed conversion . ### to allow all stakeholders ' legitimate interests to be taken into account in the procedures governing a cross - border conversion , the company should disclose the draft terms of the cross - border conversion containing the information about the proposed cross - border conversion , including the envisaged new company form and the rationale behind the conversion ; the instrument of constitution and the proposed timetable for the conversion . members , creditors and employees of the company carrying out the cross - border conversion should be notified so that they can submit comments with regard to the proposed conversion . such comments should be made public .


### 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 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 , the competent authority in the departure member state shall prepare a report in order to assess the proposed cross - border conversion . in this context , the report should present all relevant information to take an informed decision as to whether or not to issue the pre - conversion certificate . to this end , the competent authority should always organise a meeting with representatives of employees and 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 , such information should not form part of the competent authority’s final report , which itself should be publically available .


### on the basis of the draft terms of conversion and the reports , the general meeting of the members of the company should decide on whether or not to approve those draft terms . it is important that the majority requirement for such a vote should be sufficiently high in order to ensure that the decision to convert is a collective one . in addition , members should also have the right to vote on any arrangements concerning employee participation , if they have reserved that right during the general meeting . ### on the basis of the draft terms of conversion and the reports , the general meeting of the members of the company should decide on whether or not to approve those draft terms . it is important that the majority requirement for such a vote should be sufficiently high in order to ensure that the decision to convert is a collective one .


### in order to guarantee the appropriate protection of creditors in cases where they are not satisfied with the protection offered by the company in the draft terms of the cross - border conversion , creditors may apply to the competent judicial or administrative authority of the departure member state for the adequate the safeguards . in order to facilitate the assessment of prejudice , certain presumptions should be laid down whereby creditors would be deemed not to be prejudiced by a cross - border conversion , where the risk of loss to a creditor is remote . a presumption should arise where an independent expert report concludes that there is no reasonable likelihood that the creditors would be prejudiced or where creditors are offered a right to payment against the converted company or against a third party guarantee of equivalent value to the creditor ' s original claim and which can be brought in the same jurisdiction as the original claim . the creditor protection provided for in this directive should be without prejudice to national laws of the member state of departure concerning payment to public bodies , including taxation or social security contributions . ### in order to guarantee the appropriate protection of creditors in cases where they are not satisfied with the protection offered by the company in the draft terms of the cross - border conversion , creditors may apply to the competent judicial or administrative authority of the departure member state for the adequate the safeguards . in order to facilitate the assessment of prejudice , certain presumptions should be laid down whereby creditors would be deemed not to be prejudiced by a cross - border conversion , where the risk of loss to a creditor is remote . a presumption should arise where creditors are offered a right to payment against the converted company or against a third party guarantee of equivalent value to the creditor ' s original claim and which can be brought in the same jurisdiction as the original claim . the creditor protection provided for in this directive should be without prejudice to national laws of the member state of departure concerning payment to public bodies , including taxation or social security contributions .


### to ensure a proper allocation of tasks among member states and an efficient and effective ex - ante control of cross - border conversions , both the departure and the destination member states should designate the appropriate competent authorities . in particular , the competent authorities of the departure member states should have the power to issue a pre - conversion certificate without which the competent authorities in the destination member state should not be able to complete the cross - border conversion procedure . ### to ensure a proper allocation of tasks among member states and an efficient and effective ex - ante control of cross - border conversions , both the departure and the destination member states should designate the appropriate competent authorities . in particular , the competent authorities of the departure member states should have the power to issue a pre - conversion certificate without which the competent authorities in the destination member state should not be able to complete the cross - border conversion procedure . a list of national competent authorities in the member states shall be prepared and publish by the commission . member states’ competent authorities are expected to collaborate together in cases of cross - border conversions .


### the issue of the pre - conversion certificate by the departure member state should be scrutinised to ensure the legality of the cross - border conversion of the company . the competent authority of the departure member state should decide on the issue of the pre - conversion certificate within one month of the application by the company , unless it has serious concerns as to the existence of an artificial arrangement aimed at obtaining undue tax advantages or unduly prejudicing the legal or contractual rights of employees , creditors or members . in such a case , the competent authority should carry out an in - depth assessment . however , this in - depth assessment should not be carried out systematically , but it should be conducted on a case - by - case basis , where there are serious concerns as to the existence of an artificial arrangement . for their assessment , competent authorities should take into account at least a number of factors laid down in this directive which however should be only considered as indicative factors in the overall assessment and not be considered in isolation . in order not to burden companies with an overly lengthy procedure , this in - depth assessment should in any event be concluded within two months of informing the company that the in - depth assessment will be carried out . ### the issue of the pre - conversion certificate by the departure member state should be scrutinised to ensure the legality of the cross - border conversion of the company and the lack of abuses such as the circumvention of labour standards , social security payments , tax obligations , creditors ' , minority shareholders ' rights or rules on employees participation . the competent authority of the departure member state should decide on the issue of the pre - conversion certificate within three months of the application by the company , unless it has serious concerns as to the existence of an artificial arrangement aimed at obtaining undue tax advantages or unduly prejudicing the legal or contractual rights of employees , creditors or members . in such a case , the competent authority should carry out an in - depth assessment . however , this in - depth assessment should not be carried out systematically , but it should be conducted on a case - by - case basis , where there are serious concerns as to the existence of an artificial arrangement . for their assessment , competent authorities should take into account at least a number of factors laid down in this directive which however should be only considered as indicative factors in the overall assessment and not be considered in isolation . in order not to burden companies with an overly lengthy procedure , this in - depth assessment should in any event be concluded within five months of informing the company that the in - depth assessment will be carried out . the assessment by the departure member states , once final , shall be shared with the destination member state’s competent authority .


### after having received a pre - conversion certificate , and after verifying that the incorporation requirements in the destination member state are fulfilled , the competent authorities of the destination member state should register the company in the business register of that member state . only after this registration should the competent authority of the departure member state strike the company off its own register . it should not be possible for the competent authority of the destination member state to challenge the accuracy of the information provided by the pre - conversion certificate . as a consequence of the cross - border conversion , the converted company should retain its legal personality , its assets and liabilities and all rights and obligations , including rights and obligations arising from contracts , acts or omissions . ### after having received a pre - conversion certificate , and after verifying that the incorporation requirements in the destination member state are fulfilled , the competent authorities of the destination member state should register the company in the business register of that member state . the destination member states should also verify the ultimate beneficial owner of the converted company , based on information received . only after this registration should the competent authority of the departure member state strike the company off its own register . it should be possible for the competent authority of the destination member state to challenge the accuracy of the information provided by the pre - conversion certificate based on substantiated proof of attempt of fraud , which shall be shared with the member state of origin . as a consequence of the cross - border conversion , the converted company should retain its legal personality , its assets and liabilities and all rights and obligations , including rights and obligations arising from contracts , acts or omissions .


### 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 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 as well as the rationale for the cross - border merger for both members and for employees .


### 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 shall 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 .


### the lack of harmonisation of safeguards for members or creditors has been identified an obstacle for cross - border mergers by different stakeholders . members and creditors should be offered the same level of protection regardless of the member states in which the merging companies are situated . this is without prejudice to the member states’ rules on protecting creditors or shareholders which are outside the scope of the harmonised measures , such as transparency requirements . ### the lack of harmonisation of safeguards for members , employees or creditors has been identified as an obstacle for cross - border mergers by different stakeholders . members , employees and creditors should be offered the same level of protection regardless of the member states in which the merging companies are situated . this is without prejudice to the member states’ rules on protecting creditors , employees or shareholders which are outside the scope of the harmonised measures , such as transparency requirements .


### in order to guarantee the appropriate protection of creditors in cases where they are not satisfied with the protection offered by the company in the common draft terms of the cross - border merger , creditors who are prejudiced by the cross - border merger may apply to the competent administrative or judicial authority of each member state of the merging companies for the safeguards they consider adequate . in order to facilitate the assessment of prejudice , certain presumptions should be laid down whereby creditors would be deemed not to be prejudiced by a cross - border merger , where the risk of loss to a creditor is remote . a presumption should arise where an independent expert concludes that there is no reasonable likelihood that the creditors would be prejudiced or where creditors are offered a right to payment against the merged company or against a third party guarantee of equivalent value to the creditor ' s original claim and which can be brought in the same jurisdiction as the original claim . ### in order to guarantee the appropriate protection of creditors in cases where they are not satisfied with the protection offered by the company in the common draft terms of the cross - border merger , creditors who are prejudiced by the cross - border merger may apply to the competent administrative or judicial authority of each member state of the merging companies for the safeguards they consider adequate . in order to facilitate the assessment of prejudice , certain presumptions should be laid down whereby creditors would be deemed not to be prejudiced by a cross - border merger , where the risk of loss to a creditor is remote . a presumption should arise where creditors are offered a right to payment against the merged company or against a third party guarantee of equivalent value to the creditor ' s original claim and which can be brought in the same jurisdiction as the original claim .


### the provisions of this directive do not affect the legal or administrative provisions , including the enforcement of tax rules in cross - border conversions , mergers and divisions , of national law relating to the taxes of member states , or its territorial and administrative subdivisions . ### the provisions of this directive do not affect the legal or administrative provisions , including the enforcement of tax rules in cross - border conversions , mergers and divisions , of national law relating to the taxes of member states , or its territorial and administrative subdivisions . departure member states shall for example have the right to impose taxes on hidden reserves of departing companies that have not yet been subject to taxation in the departing member state , in accordance with the case law of the european court of justice .


### the commission should carry out an evaluation of this directive . pursuant to paragraph 22 of the interinstitutional agreement between the european parliament , the council of the european union and the european commission on better law - making of 13 april 201652 that evaluation should be based on the five criteria of efficiency , effectiveness , relevance , coherence and value added and should provide the basis for impact assessments of possible further measures . _________________ 52 oj l123 , 12 . 5 . 2016 , p . 1 . ### the commission should carry out an evaluation of this directive . pursuant to paragraph 22 of the interinstitutional agreement between the european parliament , the council of the european union and the european commission on better law - making of 13 april 201652 that evaluation should be based on the five criteria of efficiency , effectiveness , relevance , coherence and value added and should provide the basis for impact assessments of possible further measures . this evaluation should pay particular attention to the impact of this directive in detecting and preventing cases of cross - border conversions , mergers or divisions representing artificial arrangements . _________________ 52 oj l123 , 12 . 5 . 2016 , p . 1 .


### 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 . the competent authority shall 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 .


### the application for the appointment of an expert shall be accompanied by the following : ### the application to the competent authority shall be accompanied by the following :


### the application for the appointment of an expert shall be accompanied by the following ### the application to the competent authority shall be accompanied by the following


### 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 . ### the competent authority shall start working on the application referred to in paragraph 1 within 5 working days following the receipt of the draft terms and reports .


### 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 . ### the competent authority shall start working on the application referred to in paragraph 1 within five working days following the receipt of the draft terms and reports .


### the expert shall draw up a written report providing at least : ### the competent authority shall draw up a written report providing at least :


### member states shall ensure that the independent expert shall be entitled to obtain , from the company carrying out the cross - border conversion , all relevant information and documents and to carry out all necessary investigations to verify all elements of the draft terms or management reports . the 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 , from the employees themselves and also from the creditors and members of the company . ### member states shall ensure that their competent authority obtains from the company carrying out the cross - border conversion , all relevant information and documents and that the competent authority carries 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 , from the employees themselves and also from the creditors and members of the company .


### 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 their 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 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 can only be used for the purpose of drafting the report and that confidential information 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 independent expert report referred to in article 86g , where applicable ; ### the competent authority of the departure member state’s report referred to in article 86g ;


### the independent expert report referred to in article 160i , where applicable ; ### the report from the competent authority referred to in article 160i , where applicable ;


### member states shall ensure that the assessment by the competent authority is carried out within one month of the receipt of the information concerning the approval of the cross - border division by the general meeting of the company . it shall have one of the following outcomes : ### member states shall ensure that the assessment by the competent authority is carried out within three months of the receipt of the information concerning the approval of the cross - border division by the general meeting of the company . it shall have one of the following outcomes :


### independent expert report an independent expert report intended for members and made available not less than one month before the date of the general meeting referred to in article 126 shall be drawn up for each merging company . depending on the law of each member state , such experts may be natural persons or legal persons . 2 . as an alternative to experts operating on behalf of each of the merging companies , one or more independent experts , appointed for that purpose at the joint request of the companies by a judicial or administrative authority in the member state of one of the merging companies or of the company resulting from the cross - border merger or approved by such an authority , may examine the common draft terms of cross - border merger and draw up a single written report to all the members . 3 . the expert report shall include at least the particulars provided for in article 96 . the experts shall be entitled to secure from each of the merging companies all information they consider necessary for the discharge of their duties . ### article 125 is replaced by the following : ' examination by competent authorities member states shall ensure that an assessment report is drawn up by competent authorities for each merging company not less than two months before the date of the general meeting referred to in article 126 . at the joint request of the companies , the competent authority can be in the member state of one of the merging companies or of the company resulting from the cross - border merger . 2 . the competent authority shall be entitled to secure from each of the merging companies all information they consider necessary for the discharge of their assessment . the competent authority shall also be entitled to receive comments and opinions from the representatives of the employees of the companies involved in the merger , or , where there are no such representatives , from the employees themselves and also from the creditors and members of the company . 3 . the competent authority shall draw up a written report providing at least : a detailed assessment of the accuracy of the reports and information submitted by the company carrying out the cross - border merger ; a description of all factual elements to carry out an in - depth assessment to determine whether the intended cross - border merger constitutes an artificial arrangement in accordance with this directive ; '


### in addition to the official languages of the member states of the recipient companies and the one being divided , member states shall allow the company to use a language customary in the sphere of international business and finance in order to draw up the draft terms of cross - border division and all other related documents . member states shall specify which language will prevail in case of discrepancies among different linguistic versions of those documents . ### in addition to the official languages of the member states of the recipient companies and the one being divided , member states shall allow the company to use a language customary in the sphere of international business and finance in order to draw up the draft terms of cross - border division and all other related documents . member states shall specify which language will prevail in case of discrepancies among different linguistic versions of those documents . members , employees or creditors shall have the possibility to comment on these draft terms . the comments shall be included in the final report and be made public .


### 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 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 .


### the commission shall , no later than five years after [ op please insert the date of the end of the transposition period of this directive ] , carry out an evaluation of this directive and present a report on the findings to the european parliament , the council and the european economic and social committee accompanied , where appropriate , by a legislative proposal . member states shall provide the commission with the information necessary for the preparation of that report , in particular by providing data on the number of cross - border conversions , mergers and divisions , their duration and related costs . ### the commission shall , no later than three years after [ op please insert the date of the end of the transposition period of this directive ] , carry out an evaluation of this directive and present a report on the findings to the european parliament , the council and the european economic and social committee accompanied , where appropriate , by a legislative proposal . member states shall provide the commission with the information necessary for the preparation of that report , in particular by providing data on the number of cross - border conversions , mergers and divisions , their duration and related costs . this evaluation should pay particular attention to the impact of this directive in detecting and preventing cases of cross - border conversions , mergers or divisions representing artificial arrangements .


### regulation xx / xx of the european parliament and of the council [ regulation laying down common provisions ] 3 has been adopted in order to improve the coordination and harmonise the implementation of support under funds in shared management , with the main aim of simplifying policy delivery in a coherent way . those common provisions apply to the part of the emff under shared management . the funds pursue complementary objectives and share the same management mode . therefore regulation no [ regulation laying down common provisions ] sets out a series of common general objectives and general principles such as partnership and multi - level governance . it also contains the common elements of strategic planning and programming , including provisions on the partnership agreement to be concluded with each member state , and sets out a common approach to the performance orientation of the funds . accordingly , it includes enabling conditions , a performance review and arrangements for monitoring , reporting and evaluation . common provisions are also set out with regard to eligibility rules , and special arrangements are defined for financial instruments , use of investeu , community - led local development and financial management . some management and control arrangements are also common to all funds . complementarities between the funds , including the emff , and other union programmes should be described in the partnership agreement , in accordance with regulation no [ regulation laying down common provisions ] . _________________ 3 oj c [ … ] , [ … ] , p . [ … ] . ### regulation xx / xx of the european parliament and of the council [ regulation laying down common provisions ] 3 has been adopted in order to improve the coordination and harmonise the implementation of support under funds in shared management , with the main aim of simplifying policy delivery in a coherent way . those common provisions apply to the part of the emff under shared management . the funds pursue complementary objectives and share the same management mode . therefore regulation no [ regulation laying down common provisions ] sets out a series of common general objectives and general principles such as partnership and multi - level governance . it also contains the common elements of strategic planning and programming , including provisions on the partnership agreement to be concluded with each member state , and sets out a common approach to the performance orientation of the funds . accordingly , it includes enabling conditions , a performance review and arrangements for monitoring , reporting and evaluation . common provisions are also set out with regard to eligibility rules , and special arrangements are defined for financial instruments , community - led local development and financial management . some management and control arrangements are also common to all funds . complementarities between the funds , including the emff , and other union programmes should be described in the partnership agreement , in accordance with regulation no [ regulation laying down common provisions ] . _________________ 3 oj c [ … ] , [ … ] , p . [ … ] .


### europe ' s maritime sector employs over 5 million jobs generating almost eur 500 billion a year , with a potential to create many more jobs . the output of the global ocean economy is estimated at eur 1 . 3 trillion today and this could more than double by 2030 . the need to meet co2 emissions targets , increase resource efficiency and reduce the environmental footprint of the blue economy has been a significant driving force for innovation in other sectors such as marine equipment , shipbuilding , ocean observation , dredging , coastal protection and marine construction . investment in the maritime economy has been provided by union structural funds , in particular the european regional development fund and the emff . new investment tools such as investeu must be utilised to meet the growth potential of the sector . ### europe ' s maritime sector employs over 5 million jobs generating almost eur 500 billion a year , with a potential to create many more jobs . the output of the global ocean economy is estimated at eur 1 . 3 trillion today and this could more than double by 2030 . the need to meet co2 emissions targets requires that at least 30% of the eu budget should be used for climate related action . it is also necessary to increase resource efficiency and reduce the environmental footprint of the blue economy has been a significant driving force for innovation in other sectors such as marine equipment , shipbuilding , ocean observation , dredging , coastal protection and marine construction . investment in the maritime economy has been provided by union structural funds , in particular the european regional development fund and the emff . new investment tools such as investeu could be utilised to meet the growth potential of the sector .


### the processing industry plays a role in the availability and quality of fishery and aquaculture products . it should be possible for the emff to support targeted investments in that industry , provided they contribute to the achievement of the objectives of the cmo . such support should be provided only through financial instruments and through investeu and not through grants . ### the processing industry plays a role in the availability and quality of fishery and aquaculture products . it should be possible for the emff to support targeted investments in that industry , provided they contribute to the achievement of the objectives of the cmo .


### member states concerned shall prepare as part of their programme an action plan for each of their outermost regions referred to in article 6 , which shall set out : ### member states concerned shall prepare as part of their programme , jointly with relevant authorities and stakeholders of their territories , an action plan for each of their regions , including outermost regions referred to in article 6 , which shall set out :


### there are a number of barriers which hinder the provision of these services to consumers temporarily present in another member state . certain online services include content such as music , games or films which are protected by copyright and / or related rights under union law . in particular , the obstacles to cross - border portability of online content services stem from the fact that the rights for the transmission of content protected by copyright and / or related rights such as audiovisual works are often licensed on a territorial basis as well as from the fact that online service providers may choose to serve specific markets only . ### there are a number of barriers which hinder the provision of these services to consumers temporarily present in another member state . certain online services include content such as music , games or films which are protected by copyright and / or related rights under union law . in particular , the obstacles to cross - border portability of online content services stem from the fact that the rights for the transmission of content protected by copyright and / or related rights such as audiovisual works are often licensed on a territorial basis as well as from the fact that online service providers may choose to serve specific markets only for economic interest , thus raising further barriers in preserving cultural identities in a multicultural and open europe .


### in order to ensure the cross - border portability of online content services it is necessary to require that online service providers enable their subscribers to use the service in the member state of their temporary presence by providing them access to the same content on the same range and number of devices , for the same number of users and with the same range of functionalities as those offered in their member state of residence . this obligation is mandatory and therefore the parties may not exclude it , derogate from it or vary its effect . any action by a service provider which would prevent the subscriber from accessing or using the service while temporarily present in a member state , for example restrictions to the functionalities of the service or to the quality of its delivery , would amount to a circumvention of the obligation to enable cross - border portability of online content services and therefore would be contrary to this regulation . ### in order to ensure the cross - border portability of online content services it is necessary to require that online service providers enable their subscribers to use the service in the member state of their temporary presence by providing them access to the same content on the same range and number of devices , for the same number of users and with the same range of functionalities as those offered in their member state of residence without prejudice to the possibility to access the local version of the content available in the member state of temporary presence . this obligation is mandatory and therefore the parties may not exclude it , derogate from it or vary its effect . any action by a service provider which would prevent the subscriber from accessing or using the service while temporarily present in a member state , for example restrictions to the functionalities of the service or to the quality of its delivery , would amount to a circumvention of the obligation to enable cross - border portability of online content services and therefore would be contrary to this regulation .


### service providers should not be liable for breach of any contractual provisions contrary to the obligation to enable their subscribers to use the service in the member state of their temporary presence . therefore clauses in contracts designed to prohibit or limit the cross - border portability of online content services should be unenforceable . ### service providers should not be liable for breach of any contractual provisions contrary to the obligation to enable their subscribers to use the service in the member state of their temporary presence . therefore clauses in contracts designed to prohibit or limit the cross - border portability of online content services should be considered null and void on the territory of the european union , regardless of the law applicable by contractual choice .


### this regulation respects fundamental rights and observes the principles recognised in the charter of fundamental rights of the european union . accordingly , this regulation should be interpreted and applied in accordance with those rights and principles , in particular the right to respect for private and family life , the right to protection of personal data , the freedom of expression and the freedom to conduct a business . any processing of personal data under this regulation should respect fundamental rights , including the right to respect for private and family life and the right to protection of personal data under articles 7 and 8 of the charter of fundamental rights of the european union and must be in compliance with directives 95 / 46 / ec27 and 2002 / 58 / ec28 . in particular , service providers must ensure that any processing of personal data under this regulation must be necessary and proportionate in order to achieve the relevant purpose . _________________ 27 directive 95 / 46 / ec of the european parliament and of the council of 24 october 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data oj l 281 , 23 . 11 . 1995 , p . 31–50 . 28 directive 2002 / 58 / ec of the european parliament and of the council of 12 july 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector , called , as amended by directives 2006 / 24 / ec and 2009 / 136 / ec , the ' e - privacy directive ' . ### this regulation respects fundamental rights and observes the principles recognised in the charter of fundamental rights of the european union . accordingly , this regulation should be interpreted and applied in accordance with those rights and principles , in particular the right to respect for private and family life , the right to protection of personal data , the freedom of expression and the freedom to conduct a business . any processing of personal data under this regulation should respect fundamental rights , including the right to respect for private and family life and the right to protection of personal data under articles 7 and 8 of the charter of fundamental rights of the european union and must be in compliance with the regulation 2016 / 679 , and 2002 / 58 / ec28 . in particular , service providers must ensure that any processing of personal data under this regulation must be necessary and proportionate in order to achieve the relevant purpose . _________________ 28 directive 2002 / 58 / ec of the european parliament and of the council of 12 july 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector , called , as amended by directives 2006 / 24 / ec and 2009 / 136 / ec , the ' e - privacy directive ' .


### ' subscriber ' means any consumer who , on the basis of a contract for the provision of an online content service with a provider , may access and use such service in the member state of residence ; ### ' subscriber ' means any consumer who , on the basis of a contract for the provision of an online content service with a provider , &#160 ; conditioned or not by a&#160 ; payment of money , may access and use such service in the member state of residence ;


### ' temporarily present ' means a presence of a subscriber in a member state other than the member state of residence ; ### ' temporarily present ' means a presence , for a limited period of time , of a subscriber in a member state other than the member state of residence ;


### without payment of money provided that the subscriber ' s member state of residence is verified by the provider ; ### without payment of money provided that the subscriber ' s member state of residence shall be verified by due diligence of the provider ;


### proposal for a directive of the european parliament and of the council amending directive 2007 / 36 / ec as regards the encouragement of long - term shareholder engagement and directive 2013 / 34 / eu as regards certain elements of the corporate governance statement ### proposal for a directive of the european parliament and of the council amending directive 2007 / 36 / ec as regards the encouragement of long - term shareholder engagement in listed companies , large companies and large groups , directive 2013 / 34 / eu as regards certain elements of the corporate governance statement and directive 2004 / 109 / ec


### the financial crisis has revealed that shareholders in many cases supported managers ' excessive short - term risk taking . moreover , there is clear evidence that the current level of “monitoring” of investee companies and engagement by institutional investors and asset managers is inadequate , which may lead to suboptimal corporate governance and performance of listed companies . ### the financial crisis has revealed that shareholders in many cases supported managers ' excessive short - term risk taking , which leads to suboptimal corporate governance and performance in the long term . moreover , there is clear evidence that the current level of “monitoring” of investee companies and engagement by institutional investors and asset managers is inadequate .


### therefore , institutional investors and asset managers should develop a policy on shareholder engagement , which determines , amongst others , how they integrate shareholder engagement in their investment strategy , monitor investee companies , conduct dialogues with investee companies and exercise voting rights . such engagement policy should include policies to manage actual or potential conflicts of interests , such as the provision of financial services by the institutional investor or asset manager , or companies affiliated to them , to the investee company . this policy , its implementation and the results thereof should be publicly disclosed on an annual basis . where institutional investors or asset managers decide not to develop an engagement policy and / or decide not to disclose the implementation and results thereof , they shall give a clear and reasoned explanation as to why this is the case . ### therefore , institutional investors and asset managers should develop a policy on shareholder engagement , which determines , amongst others , how they integrate shareholder engagement in their investment strategy , monitor investee companies , conduct dialogues with investee companies and their stakeholders , in particular employees , local authorities and civil society , and exercise voting rights . such engagement policy should include policies to manage actual or potential conflicts of interests , such as the provision of financial services by the institutional investor or asset manager , or companies affiliated to them , to the investee company . this policy , its implementation and the results thereof should be publicly disclosed on an annual basis .


### it also establishes requirements for intermediaries used by shareholders to ensure that shareholders can be identified , creates transparency on the engagement policies of certain types of investors and creates additional rights for shareholders to oversee companies . ### this directive establishes requirements in relation to the exercise of certain shareholder rights attaching to voting shares in relation to general meetings of large companies and large groups which have their registered office in a member state or companies whose shares are admitted to trading on a regulated market situated or operating within a member state . it also establishes requirements for intermediaries used by shareholders to ensure that shareholders are more engaged in the long term , creates transparency on the engagement policies of certain types of investors , asset managers and proxy advisors and creates additional rights and responsibilities for shareholders to oversee companies .


### ‘ shareholder engagement’ means the monitoring by a shareholder alone or together with other shareholders , of companies on matters such as strategy , performance , risk , capital structure and corporate governance , having a dialogue with companies on these matters and voting at the general meeting . ### ‘ shareholder engagement’ means the monitoring by a shareholder alone or together with other shareholders , of companies on matters such as strategy , financial and non - financial performance , risk , capital structure , social and environmental impact and corporate governance , having a dialogue with companies and their stakeholders on these matters and voting at the general meetings .