Directive 2007/63/EC of the European Parliament and of the Council of 13 November 2007 amending Council Directives 78/855/EEC and 82/891/EEC as regards the requirement of an independent expert’s report on the occasion of merger or division of public limited liability companies
Official gazette publication: | Official Journal of the European Union, L 300, 17 November 2007 |
Publication Date: | 17 Nov 2007 |
17.11.2007 |
FR |
Journal officiel de l'Union européenne |
L 300/47 |
DIRECTIVE 2007/63/CE DU PARLEMENT EUROPÉEN ET DU CONSEIL
du 13 novembre 2007
modifiant les directives 78/855/CEE et 82/891/CEE du Conseil pour ce qui est de l’exigence d’un rapport d’expert indépendant à réaliser à l’occasion des fusions ou des scissions des sociétés anonymes
LE PARLEMENT EUROPÉEN ET LE CONSEIL DE L’UNION EUROPÉENNE,
vu le traité instituant la Communauté européenne, et notamment son article 44, paragraphe 2, point g),
vu la proposition de la Commission,
vu l’avis du Comité économique et social européen (1),
statuant conformément à la procédure visée à l’article 251 du traité (2),
considérant ce qui suit:
(1) |
Les politiques communautaires visant à mieux légiférer, notamment celles énoncées dans les deux communications de la Commission au Conseil, au Parlement européen, au Comité économique et social européen et au Comité des régions, respectivement intitulées «Examen stratégique du programme “Mieux légiférer” dans l’Union européenne» du 14 novembre 2006 et «Programme d’action pour la réduction des charges administratives dans l’Union européenne» du 24 janvier 2007, insistent sur l’importance de réduire les charges administratives imposées aux entreprises par la législation existante, en tant qu’élément essentiel pour améliorer leur compétitivité et réaliser les objectifs de Lisbonne. |
(2) |
La directive 2005/56/CE du Parlement européen et du Conseil du 26 octobre 2005 sur les fusions transfrontalières des sociétés de capitaux (3) prévoit une exemption de l’obligation de faire examiner le projet de fusion par des experts indépendants et de faire établir, par ces experts, un rapport pour les actionnaires des sociétés impliquées dans la fusion, si l’ensemble des actionnaires convient qu’un tel rapport n’est pas nécessaire. |
(3) |
La directive 78/855/CEE du Conseil (4) concernant les fusions des sociétés anonymes ne contient pas d’exemption similaire en ce qui concerne les projets de fusion, alors que la directive 82/891/CEE du Conseil (5) concernant les scissions des sociétés anonymes laisse les États membres libres de prévoir ou non une telle exemption en ce qui concerne les projets de scission. |
(4) |
Il n’y a pas de raison d’imposer qu’un expert indépendant effectue un tel examen pour les actionnaires si l’ensemble des actionnaires convient qu’il n’est pas impératif. Toute modification des directives 78/855/CEE et 82/891/CEE autorisant un tel accord des actionnaires devrait intervenir sans préjudice des systèmes de protection des intérêts des créanciers des... |
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