Brussels, 25 June 2009
Internal Market: Commission takes action to ensure that the Czech Republic, France and Luxembourg implement EU rules
The European Commission has decided to refer the Czech Republic to the European Court of Justice and to send a formal request to Luxembourg over failure to implement into national law Directives in the area of company law and corporate governance. This formal request takes the form of a "reasoned opinion", the second stage of the infringement procedure laid down in Article 226 of the EC Treaty. If there is no satisfactory reply within two months, the Commission may refer the matter to the European Court of Justice. The Commission has also decided, under Article 228 of the EC Treaty, to send France a letter of formal notice requesting full information on its implementation of a 2009 Court judgment concerning a Directive on the recognition of professional qualifications.
Company law and corporate governance
Transparency Directive – Czech Republic
The Commission has decided to refer the Czech Republic to the European Court of justice over non-implementation into national law a Directive regarding transparency obligations of listed companies. The Directive aims at raising the quality of information available to investors on companies’ performance and financial position as well as on changes in major shareholdings. This contributes to better investor protection, enhanced investor confidence and a better functioning of European capital markets and should improve the European dissemination of information on issuers, removing a barrier to cross-border investment.
The Directive completes a package of Financial Services Action Plan measures (the IAS Regulation, the Market Abuse Directive, the Prospectus Directive) which envisages to establish a common financial disclosure regime across the EU for issuers of listed securities.
The Transparency Directive requires that:
-all securities issuers provide annual financial reports within four months after the end of the financial year
-investors in shares receive more complete half-yearly financial reports
-those issuers who do not publish quarterly reports need to provide quarterly management statements
-bond issuers publish half-yearly reports
The transposition deadline for the Directive was 20 January 2007.
Simplifying reporting requirements for mergers and divisions – Luxembourg
The Commission will send a reasoned opinion to Luxembourg over non-implementation of a Directive simplifying reporting requirements in case of a merger or a division.
The Directive modifies the reporting requirements, by removing the obligation of drawing up an independent expert report in case of mergers or divisions if all shareholders renounce to it. The Directive was adopted in 2007 and once it is fully implemented, more than 600,000 public limited liability companies will no longer have to order costly expert reports concerning the draft terms of mergers or divisions of small enterprises. This Directive amends the 1978 Third Company Law Directive on mergers of public limited liability companies and the 1982 Sixth Company Law Directive on divisions of public limited liability companies . The 1978 Third Company Law Directive establishes the conditions to ensure harmonisation of national laws relating to legal mergers of companies belonging to the same Member State. The 1982 Sixth Company Law Directive provides for rules on divisions of public companies, seeking to protect the interests of members and third parties as well.
The transposition deadline for the Directive was December 2008.
Professional qualifications – France
The Commission has decided to send France a letter of formal notice under Article 228 of the EC Treaty for its failure to execute the judgment of the European Court of Justice of 10.2.2009 (case C-224/08) concerning the non-communication of measures taken to implement Directive 2006/100/EC. This Directive provides for technical adaptations to the Directives on professional qualifications further to the accession of Bulgaria and Romania to the European Union on 1 January 2007. It updates, amongst others, all the lists of qualifications which benefit from automatic recognition by completing them with the corresponding Bulgarian and Romanian qualifications. The deadline for transposing Directive 2006/100/EC expired on 1 January 2007. France has still not brought into force all the necessary provisions.
As long as the Directive is not implemented into national law, the professionals holding Bulgarian or Romanian qualifications risk of enduring needlessly bureaucratic and slow procedures before being able to exercise their right to work anywhere in the European Union and the potential users of the services of these professionals may be deprived of the opportunity to benefit from their expertise.
If no further measures are taken, the European Court of Justice may impose a lump sum or penalty payment on France.
The latest information on infringement proceedings concerning all Member States can be found at: