Course 26620: Recent developments in European company law

Date:3-4 April 2009

Areas of law:Company law, financial services and banking law, internal market

Target audience:Lawyers in private practice, in-house counsel, officials in tax administrations, accountants and academics

Description:Directive 2007/36/EC on the exercise of certain rights of shareholders was published in July 2007. An important proposal to simplify the 3rd and 6th Company Law Directives by removing the requirements for expert reports in mergers and divisions of companies was also approved in July 2007. Also in July 2007, the Commission published its Communication COM (2007) 394 on a simplified business environment for companies in the areas of company law, accounting and auditing.

A recommendation on several aspects of shareholders' rights is expected this autumn. Another important issue is the case for the European Private Company Statute. Several other measures are expected to complement this list, notably the proposal for a directive on the transfer of a company's registered office from one member state to another.

In this seminar, experts from different areas will analyse the impact of all these developments, consider the challenges for the future, and analyse their impact on other important areas of law.

Unit 9 International law

Key terms 2: Legal instruments

9 Underline the legal instruments mentioned in the description of Course B. One has already been done for you (Directive).

10 Complete the definitions of instruments below using words from the box. You may need to consult the glossary.

communications decisions directives recommendations and opinions regulations

1 ................................. are views and preferences expressed by EU institutions,

but they are not binding on the member states.

2 ................................. are detailed instructions which are applicable throughout

the EU and which are directly binding on the member states, which means that they become a part of the member state's national legal system automatically without the need for separate national legal measures.

3 ................................. are EU decisions which are binding on the EU

institutions and the member states, but they are only general instructions on the goal to be achieved; the way the goal is reached is left to the discretion of each member state.

4 ................................. are fully binding on those to whom they are addressed

(a member state, a company or an individual). They are based on a specific Treaty Article and do not require national implementing legislation.

5 ................................. are published by the Commission and set out the

background to a policy area. They usually indicate the Commission's intended course of action in this area.

11 Find words or phrases in the definitions in Exercise 10 which collocate with
these words.

1 binding 2 member 3 goal 4 discretion 5 action

Listening v. CPD seminar on labour law

You are going to hear part of the CPD seminar on labour law described in Course A on page 97, which deals with the Laval case.

12 ^9.1 Listen to this excerpt from the seminar, in which the instructor describes
the facts of the case and various reactions to it, and answer these questions.

1 Why is the Laval case referred to as a landmark case?

2 Who or what are:

a Laval b Vaxholm c L. and P. Baltic Bygg

3 In which courts was the case heard?

13 ^$9.i Listen again and decide whether these statements are true (T) or
false (F).

1 The trade union called for a blockade of the site because the Latvian workers were not entitled to work in Sweden.

2 The blockade led to the bankruptcy of the Latvian company that provided the workers.

3 The court considered the actions taken against Laval to be an infringement of the company's right to provide a service.

4 The trade unions believe the ruling is an attack on existing wage agreements.

14 ^$9.1 Listen again and complete the lawyer's notes about the case.

Laval ca.sc

Landmark ruling

• Context: enlargement of £U; fear of l)................ damping

• Impact on countries with w minimum wage, but with collective 2)

Facts

• Construction workers from 3)...... working in 5wedish town

of Vaxholm in ZOCM.

• 5wedish union accused company of paying 4).......... wa_gcs

than allowed in 5weden.

• Union blockaded work site; company went into 5)

• Case heard by European Court of 6)............... R.uling in

7)..............

R-uling

• Trade union had no 8)........... to force Latvian compary

to pay minimum wa_ge.

• Court recognised ncjht to collective action, but union restricted right of company to provide 9).............................................

• Union's actions incompatible with£U io).......... directive

• R-eactions to ruling: £TUC was 11).......... , as ruling

challenges collective bargaining system.

Speaking i: Debate

15 In groups, choose one of the following motions to debate.

1 The decision in Laval unjustly interferes with trade unions' ability to promote the equal treatment and protection of workers.

2 The decision in Laval represents a necessary restriction on the power of unions.

3 The decision in Laval was best for both business and workers alike.

Split your group into two. One half of the group prepares the arguments and defences for its motion, the other half prepares the arguments and defences against the motion. Decide how you will present your case, using every member of the group.

One person will act as the chairperson. The chairs should familiarise themselves with the arguments for both sides and ensure that the debate is carried out in a structured fashion.

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