European Parliament legislative resolution on the proposal for a directive of the European Parliament and of the Council on cross-border mergers of companies with share capital (COM(2003)0703 - C5-0561/2003 - 2003/0277(COD))
Date: 2005-05-10
Institutions: European Parliament
Subjects: company law, company with share capital, international merger, merger

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Cross-border mergers ***I

European Parliament legislative resolution on the proposal for a directive of the European Parlia-
ment and of the Council on cross-border mergers of companies with share capital (COM(2003)0703
— C5-0561/2003 — 2003/0277(COD))

(Codecision procedure: first reading)

The European Parliament,

— having regard to the Commission proposal to the European Parliament and the Council (COM(2003)

0703) (1),

— having regard to Article 251(2) and Article 44(1) of the EC Treaty, pursuant to which the Commission

submitted the proposal to Parliament (C5-0561/2003),

— having regard to Rule 51 of its Rules of Procedure,

— having regard to the report of the Committee on Legal Affairs and the opinion of the Committee on

Employment and Social Affairs (A6-0089/2005),

1.

Approves the Commission proposal as amended;

Calls on the Commission to refer the matter to Parliament again if it intends to amend the proposal

2.
substantially or replace it with another text;

3.

Instructs its President to forward its position to the Council and Commission.

(1) OJ C …

P6_TC1-COD(2003)0277

Position of the European Parliament adopted at first reading on 10 May 2005 with a view to the
adoption of Directive 2005/…/EC of the European Parliament and of the Council on cross-border
mergers of limited liability companies

(Text with EEA relevance)

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty establishing the European Community, and in particular Article 44 thereof,

Having regard to the proposal from the Commission (1),

Having regard to the opinion of the European Economic and Social Committee (2),

Having regard to the opinion of the Committee of the Regions (1),

Acting in accordance with the procedure laid down in Article 251 of the Treaty (3),

(1) OJ C …
(2) OJ C 117, 30.4.2004, p. 43.
(3) Position of the European Parliament of 10 May 2005.

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Whereas:

(1) There is a need for cooperation and consolidation between limited liability companies from different
limited liability companies, they
Member States. However, as regards cross-border mergers of
encounter many legislative and administrative difficulties in the Community. It is therefore necess-
ary, with a view to the completion and functioning of the single market, to lay down Community
provisions to facilitate the carrying-out of cross-border mergers between various types of company
with share capital governed by the laws of different Member States.

(2)

Since the objectives of the proposed action, namely laying down rules with common features applicable at
transnational level, cannot be sufficiently achieved by the Member States and can therefore, by reason of the
scale and impact of the proposed action, be better achieved at Community level, the Community may act
in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty. In accordance with
the principle of proportionality as set out in that Article, this Directive does not go beyond what is
necessary to achieve those objectives.

(3) This Directive facilitates the cross-border merger of limited liability companies as defined in this
Directive. The laws of the Member States must allow the cross-border merger of a national limited
liability company with a limited liability company from another Member State if the national law
of the relevant Member States permits mergers between such types of company.

(4)

(5)

(6)

(7)

(8)

In order to facilitate cross-border merger operations, it should be laid down that, unless this Directive
provides otherwise, each company taking part in a cross-border merger, and each third party con-
cerned, remains subject to the provisions and formalities of the national law which would be appli-
cable in the case of a national merger. None of the provisions and formalities of national law to
which reference is made in this Directive should introduce restrictions on freedom of establishment
or on the free movement of capital save where these can be justified in accordance with the case-law
of the Court of Justice and in particular by requirements of the general interest and are both
necessary for, and proportionate to, the attainment of such overriding requirements.

The common draft terms of cross-border merger must be drawn up in the same terms for each of the
companies concerned in the various Member States. The minimum content of such common draft
terms should therefore be specified, while leaving the companies free to agree on other items.

In order to protect the interests of members and others, both the draft terms of cross-border merger
and the completion of the cross-border merger must be publicised for each merging company via an
entry in the appropriate public register.

The laws of all the Member States provide for the drawing-up at national level of a report on the
draft terms of cross-border merger by one or more experts on behalf of each of the companies that
are merging. In order to limit experts' costs connected with cross-border mergers, provision should be
made for the possibility of drawing up a single report intended for all members of companies taking
part in a cross-border merger operation. The common draft terms of cross-border merger must be
approved by the general meeting of each of these companies.

In order to facilitate cross-border merger operations, it should be provided that monitoring of the
completion and legality of the decision-making process in each merging company should be carried
out by the national authority having jurisdiction over each of those companies, whereas monitoring of
the completion and legality of the cross-border merger should be carried out by the national authority
having jurisdiction over the company resulting from the cross-border merger. The national authority
in question may be a court, a notary or any other competent authority appointed by the Member
State concerned. The national law determining the date on which the cross-border merger takes effect
— this being the law to which the company resulting from the cross-border merger is subject —
should also be specified.

(9)

In order to protect the interests of members and others, the legal effects of the cross-border merger —
distinguishing according to whether the company resulting from the cross-border merger is an acquir-
ing company or a new company — should be specified. In the interests of legal certainty, it should no
longer be possible, after the date on which a cross-border merger takes effect, to declare the merger
null and void.

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(10) This Directive is without prejudice to the application of the legislation on the control of concen-
trations between undertakings, both at the Community level (1) and at the level of Member States.

(11) This Directive does not affect the Community legislation regulating credit intermediaries and other
financial undertakings and the national rules made or introduced pursuant to such Community
legislation.

(12) This Directive is without prejudice to a Member State's legislation demanding information on the
place of central administration or the principal place of business proposed for the company result-
ing from the cross-border merger.

(13) Employees' rights other than rights of participation should remain subject to the national provisions
referred to in Council Directive 98/59/EC of 20 July 1998 on collective redundancies (2), Council Direc-
tive 2001/23/EC of 12 March 2001 on the safeguarding of employees' rights in the event of transfers
of undertakings (3), Directive 2002/14/EC of the European Parliament and of the Council of 11 March
2002 establishing a general framework for informing and consulting employees in the European Com-
munity (4) and Council Directive 94/45/EC of 22 September 1994 on the establishment of a European
Works Council or a procedure in Community-scale undertakings and Community-scale groups of
undertakings for the purposes of informing and consulting employees (5).

(14)

If employees have participation rights in one of the merging companies under the circumstances set
out in this Directive and if the national law of the Member State in which the company resulting
from the cross-border merger has its registered office does not provide for the same level of par-
ticipation as operated in the relevant merging companies, including in committees of the supervi-
sory board that have decision-making powers, or provide for the same entitlement to exercise rights
for employees of establishments resulting from the cross-border merger,
the participation of
employees in the company resulting from the cross-border merger and their involvement in the
definition of such rights must be regulated. To that end, the principles and procedures provided for
in Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European com-
pany (6) and in Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a
European company (7) are taken as a basis, subject, however, to modifications that are deemed necess-
ary because the resulting company will be subject to the national laws of the Member State where
it has its registered office. A prompt start to negotiations under Article 14 with a view to
not unnecessarily delaying mergers may be ensured by Member States in accordance with Arti-
cle 3(2)(b) of Directive 2001/86/EC.

(15) For the purpose of determining the level of participation operated in the relevant merging com-
panies, account should also be taken of the proportion of employees in the management group,
which covers the profit units of the companies, subject to employee participation.

(16) The Council, in accordance with paragraph 34 of the Interinstitutional Agreement on better law-
making (8), should encourage Members States to draw up, for themselves and in the interest of the
Community, their own tables which will, as far as possible, illustrate the correlation between the
Directive and the transposition measures and to make them public,

HAVE ADOPTED THIS DIRECTIVE:

Article 1

1.
This Directive shall apply to mergers of limited liability companies formed in accordance with the
law of a Member State and having their registered office, central administration or principal place of
business within the Community, provided at least two of them are governed by the laws of different
Member States (hereinafter referred to as ‘cross-border mergers’).

(1) Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the EC

Merger Regulation) (OJ L 24, 29.1.2004, p. 1).

(2) OJ L 225, 12.8.1998, p. 16.
(3) OJ L 82, 22.3.2001, p. 16.
(4) OJ L 80, 23.3.2002, p. 29.
(5) OJ L 254, 30.9.1994, p. 64. Directive amended by Directive 97/74/EC (OJ L 10, 16.1.1998, p. 22).
(6) OJ L 294, 10.11.2001, p. 1. Regulation amended by Regulation (EC) No 885/2004 (OJ L 168, 1.5.2004, p. 1).
(7) OJ L 294, 10.11.2001, p. 22.
(8) OJ C 321, 31.12.2003, p. 1.

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For the purposes of this Directive:
2.
— ‘merger’ means an operation whereby:

(a) one or more companies, on being dissolved without going into liquidation, transfer all their assets
and liabilities to another existing company — the acquiring company — in exchange for the issue
to their shareholders of securities or shares representing the capital of that other company and, if
applicable, a cash payment not exceeding 10 % of the nominal value, or,
in the absence of a
nominal value, of the accounting par value of those securities or shares; or

(b)

two or more companies, on being dissolved without going into liquidation, transfer all their assets
and liabilities to a company that they form — the new company — in exchange for the issue to
their members of securities or shares representing the capital of that new company and a cash
payment not exceeding 10 % of the nominal value, or in the absence of a nominal value, of the
accounting par value of those securities or shares; or

(c)

a company, on being dissolved without going into liquidation, transfers all its assets and liabilities
to the company holding all the securities or shares representing its capital;

— ‘limited liability company’ means:

(a) a company as referred to in Article 1 of Council Directive 68/151/EEC (1), or

(b) a limited liability company having legal personality, possessing separate assets which alone serve to
cover its debts and subject under the national law governing it to conditions concerning guarantees
such as are provided for by Directive 68/151/EEC.

3.
Notwithstanding paragraph 2, this Directive shall also apply to cross-border mergers where the law
of at least one of the Member States concerned allows the cash payment referred to in the first indent of
paragraph 2 to exceed 10 % of the nominal value, or, in the absence of a nominal value, of the accounting
par value of the securities or shares representing the capital of the company resulting from the cross-
border merger.

4. Member States may decide not to apply this Directive to cross-border mergers involving a coop-
erative society even in the cases where the later would fall within the definition of ‘limited liability
company’ as provided in the second indent of paragraph 2.

5.
This Directive shall not apply to cross-border mergers involving a company the object of which is
the collective investment of capital provided by the public, which operates on the principle of risk spread-
ing and the units of which are, at the holders' request, repurchased or redeemed, directly or indirectly, out
of the assets of that company. Action taken by such a company to ensure that the stock exchange value
of its units does not vary significantly from its net asset value shall be regarded as equivalent to such
repurchase or redemption.

Article 2

Save as otherwise provided in this Directive,

1.
— cross-border mergers are only possible between types of companies which may merge under the

national law of the relevant Member States, and

— a company taking part in a cross-border merger must comply with the provisions and formalities of
the national law to which it is subject. The laws of a Member State enabling its national authorities
to oppose a given internal merger on grounds of public interest shall also be applicable to a cross-
border merger where at least one of the merging companies is subject to the law of that Member
State. The present provision shall not apply to the extent that Article 21 of Regulation (EC) No 139/
2004 is applicable.

2.
The said provisions and formalities shall in particular include those concerning the decision-mak-
ing process relating to the merger and, taking into account the cross-border nature of the merger, the
protection of creditors of the merging companies, debenture holders and the holders of securities or
shares, as well as of employees as regards rights other than those governed by Article 14. A Member
State may, in the case of companies participating in a cross-border merger and governed by its law, adopt
provisions designed to ensure appropriate protection for minority members who have opposed the cross-
border merger.

(1) First Council Directive 68/151/EEC of 9 March 1968 on co-ordination of safeguards which, for the protection of
the interests of members and others, are required by Member States of companies within the meaning of the
second paragraph of Article 58 of the Treaty, with a view to making such safeguards equivalent throughout the
Community (OJ L 65, 14.3.1968, p. 8). Directive as last amended by the 2003 Act of Accession.

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Article 3

1.
The management or administrative organs of each of the merging companies shall draw up common
draft terms of cross-border merger. The common draft terms of cross-border merger shall include at least
the following particulars:

(a)

(b)

(c)

the form, name and registered office of the merging companies and those proposed for the company
resulting from the cross-border merger;

the ratio applicable to the exchange of securities or shares representing the company capital and the
amount of any cash payment;

the terms for the allotment of securities or shares representing the capital of the company resulting
from the cross-border merger;

(d)

the likely repercussions of the merger on employment;

(e)

(f)

(g)

the date from which the holding of such securities or shares representing the company capital will
entitle the holders to share in profits and any special conditions affecting that entitlement;

the date from which the transactions of the merging companies will be treated for accounting purposes
as being those of the company resulting from the cross-border merger;

the rights conferred by the company created by the merger on members enjoying special rights or on
other holders of securities or shares representing the company capital, or the measures proposed con-
cerning them;

(h) any special advantages granted to the experts who examine the draft terms of cross-border merger or to
members of the administrative, management, supervisory or controlling organs of the merging com-
panies;

(i)

the statutes of the company resulting from the cross-border merger;

(j) where appropriate,

information on the procedures by which arrangements for the involvement of
employees in the definition of their rights to participation in the company resulting from the cross-
border merger are determined pursuant to Article 14;

(k) information on the evaluation of the assets and liabilities which are transferred to the company

resulting from the cross-border merger;

(l) dates of the merging companies' accounts used to establish the conditions of the cross-border merger.

2.
The management or administrative organ of each of the merging companies shall draw up a report
intended for the members explaining and justifying the legal and economic aspects of the cross-border
merger and explaining the implications of the cross-border merger for members, creditors and employees.
The report shall be made available to the members and to the representatives of the employees or, where
there are no such representatives, to the employees themselves, not less than one month before the date of
the general meeting referred to in Article 6. Where the management or administrative organ of any of the
merging companies receives in good time an opinion from the representatives of their employees, as
provided for under national law, that opinion shall be appended to the report.

Article 4

1. Draft terms of the cross-border merger must be published in the manner prescribed by the laws of
each Member State in accordance with Article 3 of Directive 68/151/EEC for each of the merging com-
panies at least one month before the date of the general meeting which is to decide thereon.

For each of the merging companies and subject to the additional requirements imposed by the
2.
Member State to which the company concerned is subject, the following particulars shall be published
in the national gazette of that Member State:

(a)

the type, name and registered office of every merging company;

(b)

(c)

the register in which the documents referred to in Article 3(2) of Directive 68/151/EEC are filed in
respect of each merging company, and the number of the entry in that register;

an indication, for each of the merging companies, of the arrangements made for the exercise of the
rights of creditors and of any minority members of the merging companies and the address at which
complete information on those arrangements may be obtained free of charge.

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Article 5

1.
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 6 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 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 by Article 10(2) of Council
Directive 78/855/EEC of 9 October 1978 on the merger of public liability companies (1). The experts
shall be entitled to secure from each of the merging companies all information they consider necessary for
the discharge of their duties.

4.
Neither an examination of the draft terms of cross-border merger by independent experts nor an
expert report shall be required if all the members of each of the companies involved in the cross-border
merger have so agreed.

Article 6

After taking note of the reports referred to in Articles 3(2) and 5, the general meeting of each of the

1.
merging companies shall approve the common draft terms of cross-border merger.

The general meeting of each of the merging companies may reserve the right to make implementation
2.
of the cross-border merger conditional on express ratification by it of the arrangements decided on with
respect to the participation of employees in the company resulting from the cross-border merger.

The laws of a Member State need not require approval of the merger by the general meeting of the

3.
acquiring company if the conditions in Article 8 of Directive 78/855/EEC are fulfilled.

Article 7

1.
Each Member State shall designate the court, notary or other authority competent to scrutinise the
legality of the cross-border merger as regards that part of the procedure which concerns each merging
company subject to its national law.

2.
In each Member State concerned the body referred to in paragraph 1 shall issue without delay to each
merging company subject to that State's national law a certificate conclusively attesting to the proper com-
pletion of the pre-merger acts and formalities.

3.
If the law of a Member State to which a merging company is subject provides for a procedure to
scrutinise and amend the ratio applicable to the exchange of securities or shares, or a procedure to
compensate minority members, without preventing the registration of the cross-border merger, such pro-
cedure shall only apply if the other merging companies situated in Member States which do not provide
for such procedure explicitly accept, when approving the draft terms of the cross-border merger in accord-
ance with Article 6(1), the possibility for the members of that merging company to have recourse to such
procedure, to be initiated before the court having jurisdiction over that merging company. In such cases,
the court, notary or other competent authorities may issue the certificate referred to in paragraph 2 even
if such procedure has commenced. The certificate must, however, indicate that the procedure is pending.
The decision in the procedure shall be binding on the company resulting from the cross-border merger
and all its members.

(1) OJ L 295, 20.10.1978, p. 36. Directive as last amended by the 2003 Act of Accession.

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Article 8

Each Member State shall designate the court, notary or other authority competent to scrutinise the
1.
legality of the cross-border merger as regards that part of the procedure which concerns the completion of
the cross-border merger and, where appropriate, the formation of a new company resulting from the cross-
border merger where the company created by the merger is subject to its national law. The said body shall
in particular ensure that the merging companies have approved the common draft terms of cross-border
merger in the same terms and, where appropriate, that arrangements for employee participation have been
determined in accordance with Article 14.

To that end each merging company shall submit to the body referred to in paragraph 1 the certificate
2.
referred to in Article 7(2) within six months of its issue together with the common draft terms of cross-
border merger approved by the general meeting referred to in Article 6.

Article 9

The law of the Member State to whose jurisdiction the company resulting from the cross-border merger is
subject shall determine the date on which the cross-border merger takes effect. That date must be after the
scrutiny referred to in Article 8 has been carried out.

Article 10

The law of each of the Member States to whose jurisdiction the merging companies were subject shall
determine, with respect to the territory of that State, the arrangements, in accordance with Article 3 of
Directive 68/151/EEC, for publicising completion of the cross-border merger in the public register in
which each of the companies is required to file documents. The registry for the registration of the com-
pany resulting from the cross-border merger shall notify without delay the registry in which each of the
companies was required to file documents that the cross-border merger has taken effect. Deletion of the
old registration, if applicable, shall be effected on receipt of that notification, but not before.

Article 11

A merger carried out as laid down in points (a) and (c) of the first indent of Article 1(2) shall, from

1.
the date referred to in Article 9, have the following consequences:

(a)

the transfer to the acquiring company of all the assets and liabilities of the company being acquired;

(b)

the shareholders of the company being acquired become shareholders of the acquiring company;

(c)

the company being acquired ceases to exist.

A merger carried out as laid down in point (b) of the first indent of Article 1(2) shall, from the date

2.
referred to in Article 9, have the following consequences:

(a)

the transfer of all the assets and liabilities of the merging companies to the new company;

(b)

the shareholders of the merging companies become shareholders of the new company;

(c)

the merging companies cease to exist.

3. Where, in the case of a cross-border merger of companies covered by this Directive, the laws of the
Member States require the completion of special formalities before the transfer of certain assets, rights and
obligations by the merging companies becomes effective against third parties, those formalities shall be
carried out by the company resulting from the cross-border merger.

4.
The rights and obligations of the merging companies arising from contracts of employment or from
employment relationships and existing at the date on which the cross-border merger takes effect shall, by
reason of that cross-border merger taking effect, be transferred to the company resulting from the cross-
border merger on the date the cross-border merger takes effect.

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No shares in the acquiring company shall be exchanged for shares in the company being acquired

5.
held either:

(a) by the acquiring company itself or through a person acting in his own name but on its behalf;

(b) by the company being acquired itself or through a person acting in his own name but on its behalf.

A cross-border merger which has taken effect as provided for in Article 9 may not be declared null and void.

Article 12

Article 13

1. Where a cross-border merger by acquisition is carried out by a company which holds all the shares
and other securities conferring the right to vote at general meetings of the company or companies being
acquired:

— Articles 3(1)(b), (c) and (e), 5 and 11(1)(b) shall not apply;

— Article 6(1) shall not apply to the company or companies being acquired.

2. Where a merger by acquisition is carried out by a company which holds 90 % or more but not all of
the shares and other securities conferring the right to vote at general meetings of the company or com-
panies being acquired, reports by an independent expert or experts and the documents necessary for scru-
tiny shall be required only to the extent that the national law governing either the acquiring company or the
company being acquired so requires.

Article 14

1. Without prejudice to paragraph 2, the company resulting from the cross-border merger shall be
subject to the rules in force concerning employee participation, if any, in the Member State where it
has its registered office.

2.
However, where at least one of the merging companies has an average number of employees in the
six months before the publication of the draft terms of the cross-border merger as referred to in Article 4
that exceeds 500 and is operating under an employee participation system within the meaning of Arti-
cle 2(k) of Directive 2001/86/EC, or where the national law applicable to the company resulting from the
cross-border merger does not

— provide for at least the same level of participation as operated in the relevant merging companies,
measured by reference to the proportion of members of the administrative or of the supervisory
organ or their committees or of the management group, which covers the profit units of the com-
pany, subject to employee representation, or

— provide for employees of establishments of the company resulting from the cross-border merger that
are situated in other Member States the same entitlement to exercise participation rights as is
enjoyed by those employees employed in the Member State where the company resulting from the
cross-border merger has its registered office,

then the rules in force concerning employee participation, if any, in the Member State where the company
resulting from the cross-border merger has its registered office shall not apply. In such a case, the par-
ticipation of employees in the company resulting from the cross-border merger and their involvement in
the definition of such rights shall be regulated by the Member States, mutatis mutandis and subject to
paragraphs 3 to 6 below, in accordance with the principles and procedures laid down in Article 12(2), (3)
and (4) of Regulation (EC) No 2157/2001 and the following provisions of Directive 2001/86/EC:

(a) Article 3(1), (2) and (3), (4) first subparagraph, first indent, and second subparagraph, (5) and (7);

(b) Article 4(1),(2), points (a), (g) and (h), and (3);

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(c) Article 5;

(d) Article 6;

(e) Article 7(1), (2) first subparagraph, point (b), and second subparagraph, and (3). However, for the pur-
poses of this Directive, the percentages required by Article 7(2), first subparagraph, point (b) for the
application of the standard rules contained in Part 3 of the Annex to Directive 2001/86/EC shall be
raised from 25 % to 33 1/3 %;

(f) Articles 8, 10 and 12;

(g) Article 13(4);

(h) Part 3 of the Annex, point (b).

3. When regulating the principles and procedures referred to in paragraph 2, Member States:

— shall confer on the relevant organs of the merging companies the right to choose without any prior
negotiation to be directly subject to the standard rules referred to in paragraph 2(h), as laid down by
the legislation of the Member State in which the company resulting from the cross-border merger is
to have its registered office, and to abide by those rules from the date of registration;

— shall confer on the Special Negotiating Body the right to decide, by a majority of two thirds of its
members representing at least two thirds of the employees, including the votes of members represent-
ing employees in at least two different Member States, not to open negotiations or to terminate
negotiations already opened and to rely on the rules on participation in force in the Member State
where the registered office of the company resulting from the cross-border merger will be situated;

— may, in the case where, following prior negotiations, standard rules apply and notwithstanding these
rules, determine to limit the proportion of employee representatives in the administrative organ of
the company resulting from the cross-border merger. However, if in one of the merging companies
employee representatives comprised at least one third of the administrative or supervisory board, the
limitation may never result in a lower proportion of employee representatives in the administrative
organ than one third.

4.
The extension of participation rights to employees of the company resulting from the cross-border
merger employed in other Member States, referred to in the second indent of paragraph 2, shall not entail
any obligation for Member States which choose to do so to take those employees into account when
calculating the size of workforce thresholds giving rise to participation rights under national law.

5. When at least one of the merging companies is operating under an employee participation system
and the company resulting from the cross-border merger is to be governed by such a system in accord-
ance with the rules referred to in paragraph 2, that company shall obligatorily take a legal form allowing
for the exercise of participation rights.

6. When the company resulting from the cross-border merger is operating under an employee partici-
pation system, that company shall obligatorily take measures to ensure that employees' participation
rights are protected in the event of subsequent domestic mergers, for a period of three years after the
cross-border merger has taken effect, by applying mutatis mutandis the rules laid down in this Article.

Article 15

Five years after the date laid down in the first paragraph of Article 16, the Commission shall examine
this Directive in the light of the experience acquired in applying it and, if necessary, propose its amend-
ment.

20.4.2006

EN

Official Journal of the European Union

C 92 E/89

Tuesday 10 May 2005

Article 16

Member States shall bring into force the laws, regulations and administrative provisions necessary to comply
with this Directive not later than … (*).

When Member States adopt such measures, they shall contain a reference to this Directive or shall be
accompanied by such reference at the time of their official publication. The procedure for such a reference
shall be adopted by Member States.

This Directive shall enter into force on the 20th day following that of its publication in the Official Journal
of the European Union.

Article 17

This Directive is addressed to the Member States.

Done at …, on …

For the European Parliament
The President

For the Council
The President

(*) 24 months after its entry into force.

P6_TA(2005)0167

Film heritage and related industrial activities ***I

European Parliament legislative resolution on the proposal for a recommendation of the European
Parliament and of the Council on film heritage and the competitiveness of related industrial activ-
ities (COM(2004)0171 — C6-0133/2004 — 2004/0066(COD))

(Codecision procedure: first reading)

The European Parliament,

— having regard to the Commission proposal to the European Parliament and the Council (COM(2004)

0171) (1),

— having regard to Article 251(2) and Article 157 of the EC Treaty, pursuant to which the Commission

submitted the proposal to Parliament (C6-0133/2004),

— having regard to Rule 51 of its Rules of Procedure,

— having regard to the report of the Committee on Culture and Education (A6-0101/2005),

1.

Approves the Commission proposal as amended;

Calls on the Commission to refer the matter to Parliament again if it intends to amend the proposal

2.
substantially or replace it with another text;

3.

Instructs its President to forward its position to the Council and the Commission.

(1) Not yet published in OJ.