natgillin/translations-raw huggingface dataset:
Nicméně členské státy mohou stanovit vyšší prahovou hodnotu za předpokladu, že nepřekračuje 95% upsaného kapitálu společnosti.
However, Member States may set a higher threshold provided that it does not exceed 95% of the subscribed capital of the company.
Členské státy zajistí, aby bylo možné stanovit, kdy je dosaženo prahové hodnoty.
Member States shall ensure that it is possible to determine when the threshold is reached.
Pokud společnost vydala více než jednu třídu akcií, mohou členské státy stanovit, že právo požadovat po menšinovém akcionáři, aby prodal akcie podle odstavce 1, se vztahuje pouze na třídu, ve které jsou dosaženy prahové hodnoty uvedené ve zmíněném odstavci.
Where the company has issued more than one class of shares, Member States may provide that the right to require the minority shareholder to sell as provided for in paragraph 1 shall apply only in the class in which the thresholds referred to in that paragraph are reached.
Členské státy zajistí, aby každý dotčený menšinový akcionář mohl požadovat odhad přiměřené ceny.
Member States shall ensure that each minority shareholder concerned may demand an appraisal of the fair price.
Posouzení, zda je cena přiměřená, provede nezávislý správní nebo soudní orgán nebo nezávislý znalec jmenovaný nebo schválený tímto orgánem.
The appraisal of whether the price is fair shall be carried out by an independent administrative or judicial authority or by an independent expert appointed or approved by such an authority.
Tito znalci mohou být fyzické osoby nebo právnické osoby a společnosti nebo firmy podle zákonů každého členského státu.
Such experts may be natural persons as well as legal persons and companies or firms under the laws of each Member State .
Požadavek na toto ocenění musí být uplatněn do tří měsíců od doby, kdy byl menšinový akcionář vyzván, aby prodal akcie a kdy byla cena oznámena podle odstavce 1.
The demand for such an appraisal shall be exercised within three months after the minority shareholder was required to sell and the price was announced in accordance with paragraph 1.
This Article is without prejudice to Article 15 of Directive 2004/25/EC.”.
This Article is without prejudice to Article 15 of Directive 2004/25/EC.”.
There is no need to regulate squeeze out and sell out rights.
There is no need to regulate squeeze out and sell out rights.
Článek 39b (směrnice 77/91/ES)
Article 39 b (Directive 77/91/EEC)
Článek 39b
“Article 39b
Členské státy zajistí, aby mohli menšinoví akcionáři ve společnosti kótované na burze požadovat, ať již společně nebo jednotlivě, aby od nich většinový akcionář koupil jimi vlastněné akcie této společnosti za přiměřenou cenu.
Member States shall ensure that minority shareholders in a listed company shall be able to require, jointly or individually, the majority shareholder to buy from them their shares in that company at a fair price.
Členské státy zajistí, aby v případech, kdy se případné strany transakce uvedené v odstavci 1 nedohodnou ohledně přiměřené ceny, přezkoumal cenu nezávislý správní nebo soudní orgán nebo nezávislý znalec jmenovaný nebo schválený tímto orgánem.
Member States shall ensure that in cases where there is no agreement on the fair price between the prospective parties of the transaction mentioned in paragraph 1, the price is examined by an independent administrative or judicial authority or by an independent expert appointed or approved by such an authority.
Členské státy zajistí přiměřený postup, který zaručuje spravedlivé zacházení se všemi menšinovými akcionáři.
Member States shall ensure an adequate procedure which guarantees a fair treatment of all minority shareholders.
Tento článek se použije, aniž by byl dotčen článek 16 směrnice 2004/25/ES.“
This Article is without prejudice to Article 16 of Directive 2004/25/EC.”
Členské státy uvedou v účinnost právní a správní předpisy nezbytné pro dosažení souladu s touto směrnicí nejpozději do 31. prosince 2006.
Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with this Directive by 31 December 2006 at the latest.
Neprodleně sdělí Komisi znění těchto ustanovení a srovnávací tabulku mezi ustanoveními těchto předpisů a této směrnice .
They shall forthwith communicate to the Commission the text of those provisions and a correlation table between those provisions and this Directive.
Členské státy uvedou v účinnost právní a správní předpisy nezbytné pro dosažení souladu s touto směrnicí nejpozději do ...*
Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with this Directive by ...* at the latest.
* Osmnáct měsíců po vstupu této směrnice v platnost
* Eighteen months after the entry into force of this Directive
The purpose of the Directive is to ensure the maintenance of the capital of public limited liability companies (PLLCs) in order to protect creditors.
The purpose of the Directive is to ensure the maintenance of the capital of public limited liability companies (PLLCs) in order to protect creditors.
In addition, the Directive lays down rules on the equality of shareholders as well as the protection of minority shareholders.
In addition, the Directive lays down rules on the equality of shareholders as well as the protection of minority shareholders.
The proposed changes to the Second Company Law Directive (Directive 77/91/EEC) involve simplifications to how PLLCs maintain and can alter their capital.
The proposed changes to the Second Company Law Directive (Directive 77/91/EEC) involve simplifications to how PLLCs maintain and can alter their capital.
They are partly based on the 2002 recommendations of the high-level working group convened as part of the SLIM-project (Simplification of the Legislation on the Internal Market).
They are partly based on the 2002 recommendations of the high-level working group convened as part of the SLIM-project (Simplification of the Legislation on the Internal Market).
The Commission adopted the proposed Directive on 29.10.2004 and the relevant Council working group began its work on 11.1.2005.
The Commission adopted the proposed Directive on 29.10.2004 and the relevant Council working group began its work on 11.1.2005.
The provisional deadline for transposition is set for 31.12.2006.
The provisional deadline for transposition is set for 31.12.2006.
The general aim of the Directive is to improve the competitiveness of PLLCs without weakening the rights of shareholders and creditors.
The general aim of the Directive is to improve the competitiveness of PLLCs without weakening the rights of shareholders and creditors.
Companies will have the possibility to react in a more flexible and cost-efficient manner to market developments necessitating modifications to their capital and ownership structures.
Companies will have the possibility to react in a more flexible and cost-efficient manner to market developments necessitating modifications to their capital and ownership structures.
This is achieved via less stringent requirements on external reporting and shareholder consultation under certain conditions.
This is achieved via less stringent requirements on external reporting and shareholder consultation under certain conditions.
The proposed Directive forms an important part of the EU's twin agendas on corporate governance and competitiveness.
The proposed Directive forms an important part of the EU's twin agendas on corporate governance and competitiveness.
Its emphasis on reducing regulatory and administrative burden, while ensuring shareholder and creditor rights, is extremely laudable.
Its emphasis on reducing regulatory and administrative burden, while ensuring shareholder and creditor rights, is extremely laudable.
For the most part, it achieves its aims.
For the most part, it achieves its aims.
On a number of points however, the impact of the proposed measures will be to increase bureaucracy and reporting duties, not the opposite.
On a number of points however, the impact of the proposed measures will be to increase bureaucracy and reporting duties, not the opposite.
Furthermore, some of the proposals on harmonising company law in EU Member States constitute new hurdles and arguably go beyond the remit of EU-level legislation in this field.
Furthermore, some of the proposals on harmonising company law in EU Member States constitute new hurdles and arguably go beyond the remit of EU-level legislation in this field.
This is notably the case with the problematic "sell out" right in article 39b.
This is notably the case with the problematic "sell out" right in article 39b.
It is also questionable whether certain key provisions, for instance dealing with share valuation, would actually increase flexibility and competitiveness, or merely do so on paper.
It is also questionable whether certain key provisions, for instance dealing with share valuation, would actually increase flexibility and competitiveness, or merely do so on paper.
k návrhu směrnice Evropského parlamentu a Rady, kterou se mění směrnice Rady 77/91/EHS, pokud jde o zakládání akciových společností a udržování a změnu jejich základního kapitálu
on the proposal for a directive of the European Parliament and of the Council amending Council Directive 77/91/EEC, as regards the formation of public limited liability companies and the maintenance and alteration of their capital
Aiming at co-ordination of national provisions applicable to public limited liability companies as far as their formation, minimum share capital requirements, shareholders distribution and capital increase/reduction are concerned, in 1976 the European Commission presented the so-called Second Company Law Directive
Aiming at co-ordination of national provisions applicable to public limited liability companies as far as their formation, minimum share capital requirements, shareholders distribution and capital increase/reduction are concerned, in 1976 the European Commission presented the so-called Second Company Law Directive
Directive on coordination 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, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent, OJ L026 of 31.01.1977. .
Directive on coordination 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, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent, OJ L026 of 31.01.1977. .
Its overall purpose was to lay down the conditions needed to ensure that a company's capital is maintained in the interest of creditors.
Its overall purpose was to lay down the conditions needed to ensure that a company's capital is maintained in the interest of creditors.
Further on, it aimed at safeguarding the position of minority shareholders enshrining the principle of equal treatment of all shareholders in an identical situation.
Further on, it aimed at safeguarding the position of minority shareholders enshrining the principle of equal treatment of all shareholders in an identical situation.
In 1996 the Commission launched a multi-annual project streamlining the key Internal Market Legislation - the so-called SLIM project
In 1996 the Commission launched a multi-annual project streamlining the key Internal Market Legislation - the so-called SLIM project
Simpler Legislation for the Internal Market - examining 17 different legislative areas during five phases in the years 1996-2002 and targeted at identifying ways of simplification of current legislation in order to reduce burdens on businesses.
Simpler Legislation for the Internal Market - examining 17 different legislative areas during five phases in the years 1996-2002 and targeted at identifying ways of simplification of current legislation in order to reduce burdens on businesses.
The IV phase highlighted the need to review the provisions of the company law directives.
The IV phase highlighted the need to review the provisions of the company law directives.
Stimuli for change
Stimuli for change
The hitherto company law directives were designed more to establish a proper level of protection to safeguard interested of shareholders and creditors in particular.
The hitherto company law directives were designed more to establish a proper level of protection to safeguard interested of shareholders and creditors in particular.
Notwithstanding proper mechanisms of protection for shareholder and creditors do contribute to greater efficiency (risk reduction), it should be noticed that the primary focus of the EU legislation should be to provide mechanism enhancing efficiency and competitiveness of businesses.
Notwithstanding proper mechanisms of protection for shareholder and creditors do contribute to greater efficiency (risk reduction), it should be noticed that the primary focus of the EU legislation should be to provide mechanism enhancing efficiency and competitiveness of businesses.
In this light some of the above related provision, especially in the area of capital maintenance and corporate restructuring, are considered to be hold-ups on the way to a more competitive market.
In this light some of the above related provision, especially in the area of capital maintenance and corporate restructuring, are considered to be hold-ups on the way to a more competitive market.
It is argued that the 1976 Directive was adopted at a time when the U.S. Model Business Corporation Act eliminated legal capital and mandatory pre-emption rights as futile devices burdening corporate activities with additional costs.
It is argued that the 1976 Directive was adopted at a time when the U.S. Model Business Corporation Act eliminated legal capital and mandatory pre-emption rights as futile devices burdening corporate activities with additional costs.
The independent report by the Accounting Standards Board and the British Institute of International and Comparative Law concluded also that the hitherto EU corporate legislation "[…] is not widely relied on in practice by creditors, is complex, expensive and anomalous, producing inconsistent results as between companies within Member States and between different Member States".
The independent report by the Accounting Standards Board and the British Institute of International and Comparative Law concluded also that the hitherto EU corporate legislation "[…] is not widely relied on in practice by creditors, is complex, expensive and anomalous, producing inconsistent results as between companies within Member States and between different Member States".
To meet the demands of continuously growing need to revise the existing rules in view of the changing economic circumstances, in October 2004 the Commission has proposed a legislative act amending the Second Company Law Directive .
To meet the demands of continuously growing need to revise the existing rules in view of the changing economic circumstances, in October 2004 the Commission has proposed a legislative act amending the Second Company Law Directive .
According to former Internal Market Commissioner Frits Bolkenstein "[…] to maximise the efficiency and competitiveness of European business, we need to simplify and improve EU rules on companies' capital while maintaining strong safeguards for creditors and investors, especially minority shareholders" .
According to former Internal Market Commissioner Frits Bolkenstein "[…] to maximise the efficiency and competitiveness of European business, we need to simplify and improve EU rules on companies' capital while maintaining strong safeguards for creditors and investors, especially minority shareholders" .
In applying the Second Company Law Directive it has became apparent that some of its provisions would have to be modified, in order to meet the needs of greater flexibility to react more promptly and efficiently to developments of the market.
In applying the Second Company Law Directive it has became apparent that some of its provisions would have to be modified, in order to meet the needs of greater flexibility to react more promptly and efficiently to developments of the market.
In line with the SLIM recommendations, the Directive Proposal aims particularly at eliminating certain reporting requirements, facilitating acquisitions of shares by the company itself and a third party and streamlining company's ownership in the capital share.
In line with the SLIM recommendations, the Directive Proposal aims particularly at eliminating certain reporting requirements, facilitating acquisitions of shares by the company itself and a third party and streamlining company's ownership in the capital share.
Specifically, the Commission Proposal aims at the following capital related measures of the public limited liability companies:
Specifically, the Commission Proposal aims at the following capital related measures of the public limited liability companies:
- increase of capital - relaxing unnecessary administrative burden linked to the reporting requirements accompanying increase on capital against consideration in cash (by issue of shares) and the principle of a pre-emptive right to acquire proportional part of the 'new' shares by a shareholder;
- increase of capital - relaxing unnecessary administrative burden linked to the reporting requirements accompanying increase on capital against consideration in cash (by issue of shares) and the principle of a pre-emptive right to acquire proportional part of the 'new' shares by a shareholder;
- reduction of capital - further harmonisation of creditors' protection and elimination of unnecessary delays in cases of undue demands for securities by creditors and establishment of specific judicial or administrative procedures;
- reduction of capital - further harmonisation of creditors' protection and elimination of unnecessary delays in cases of undue demands for securities by creditors and establishment of specific judicial or administrative procedures;
- valuation of assets - elimination of administrative burden linked to costly, and often undue and imprecise, expert valuation reports by extending number of cases in which such valuations need not be required;
- valuation of assets - elimination of administrative burden linked to costly, and often undue and imprecise, expert valuation reports by extending number of cases in which such valuations need not be required;
- acquisition of own shares - greater flexibility and elimination of administrative burden by increasing the maximum of transaction authorisation period up to five years allowing companies to react properly to market developments;
- acquisition of own shares - greater flexibility and elimination of administrative burden by increasing the maximum of transaction authorisation period up to five years allowing companies to react properly to market developments;
- acquisition of shares by a third party - further protection of shareholders and increased flexibility with regard to changes in the ownership structure by allowing companies to grant financial assistance up to their distributable reserves;
- acquisition of shares by a third party - further protection of shareholders and increased flexibility with regard to changes in the ownership structure by allowing companies to grant financial assistance up to their distributable reserves;
- 'squeeze out' and 'sell out' rights - greater flexibility and more viable ownership structure by allowing under certain conditions the majority shareholders to buy out minority shareholders at a fair price and the complementary right of minority shareholders to compel the majority shareholders to buy their shares.
- 'squeeze out' and 'sell out' rights - greater flexibility and more viable ownership structure by allowing under certain conditions the majority shareholders to buy out minority shareholders at a fair price and the complementary right of minority shareholders to compel the majority shareholders to buy their shares.
All of the aforementioned measures implemented would help provide for a better harmonised legal basis and modernised public limited liability companies given a chance to remain both efficient and competitive in the ever-evolving markets.
All of the aforementioned measures implemented would help provide for a better harmonised legal basis and modernised public limited liability companies given a chance to remain both efficient and competitive in the ever-evolving markets.
Your draftswoman expresses support for the Commission's deregulation proposals for the 2nd Company Law Directive, since its main objective is to reduce administrative burden for the companies.
Your draftswoman expresses support for the Commission's deregulation proposals for the 2nd Company Law Directive, since its main objective is to reduce administrative burden for the companies.
However, it should be noted that on several points the Commission's proposals are not compatible with the already existing regulations on the capital market, while some terms of the proposals are too vague.
However, it should be noted that on several points the Commission's proposals are not compatible with the already existing regulations on the capital market, while some terms of the proposals are too vague.
Therefore with regard to the interests of investors and companies some modifications are needed.
Therefore with regard to the interests of investors and companies some modifications are needed.
Dosud nezveřejněné v Úř. věst.
Amendments by Parliament
- v Maďarsku:
- in Hungary :
nyilvánosan működő részvénytársaság
nyilvánosan működő részvénytársaság
The Second Company Law Directive aims to harmonize capital maintenance rules applicable to public limited companies.
The Second Company Law Directive aims to harmonize capital maintenance rules applicable to public limited companies.
The Hungarian National Parliament voted on 21 June 2005 an amendment to the Hungarian Companies Act of 1997, under which limited companies will be required in the future to indicate in the future to indicate in the company's name whether they function under the regime of private and public companies.
The Hungarian National Parliament voted on 21 June 2005 an amendment to the Hungarian Companies Act of 1997, under which limited companies will be required in the future to indicate in the future to indicate in the company's name whether they function under the regime of private and public companies.
The scope of the Second Company Law Directive has to be adapted accordingly: in Hungary, it should apply only to public limited companies ("nyilvánosan működő részvénytársaság").
The scope of the Second Company Law Directive has to be adapted accordingly: in Hungary, it should apply only to public limited companies ("nyilvánosan működő részvénytársaság").
Členské státy mohou rovněž pořizování podrobit ve smyslu prvního pododstavce podmínce, že nominální hodnota pořízených akcií, nebo případně zúčtovatelná pari hodnota při absenci jejich nominální hodnoty, včetně akcií, které společnost nabyla již dříve a které vlastní a akcií pořízených osobou jednající svým jménem, ale v zájmu společnosti, nesmí překročit 10 % upsaného kapitálu.“
Member States may also subject acquisitions within the meaning of the first subparagraph to the condition that the nominal value or, in the absence thereof, the accountable par of the acquired shares, including shares previously acquired by the company and held by it, and shares acquired by a person acting in his own name but on the company's behalf, may not exceed 10 % of the subscribed capital.”