Statute of the European Private Company, Company Law (debate) 
President
The next item is the oral question by Giuseppe Gargani, on behalf of the Committee on Legal Affairs, to the Commission on the state of play in the legislative proceedings on the 'Statute of the European Private Company' and of the 'Fourteenth Company Law Directive' - B6-0137/0000).
Giuseppe Gargani  
author. - (IT) Mr President, Commissioner, ladies and gentlemen, the debate on this question is very important both institutionally and politically, bearing in mind that it is of considerable political and institutional significance.
I should like to say very clearly, and I take responsibility for my words, that the European Commission has seriously failed the European Parliament since it has failed to follow up Parliament's formal requests and has failed to present proposals for legislation on European Private Companies and relocations of head offices of capital companies.
A proposal for legislation on the statute of the company was formally requested in February 2007, on the basis of Article 192 of the Treaty and - as I would like to stress, and I would ask the Commissioner to listen because this is a very important oral question, Mr President, to which an answer must be given - after a thorough debate, together with a hearing with qualified and representative experts who showed us how necessary such an instrument was and how useful it would be in fostering small enterprises keen to operate effectively in the internal market.
It was the Commission's duty, Commissioner, immediately to launch the procedure for adopting the legislative proposal, starting with an impact assessment. The Commission already had, moreover, a feasibility study from December 2005, but did nothing and instead took its time until in July it launched a consultation on the need - here again no more than a hypothetical discussion - for a European Private Company, as though Parliament, as the elected representative of the Union as a whole, could not legitimately base its request on a substantive legislative act.
I shall not look in detail at the European legislation, as Klaus Lehne, one of the Committee's main experts and a leader in this field, will shortly talk about the legal aspects of the question. I should like to look at the problem in greater depth and remind the Commissioner, so that he can give due consideration to everything that I say, of the relationship that exists between the institutions and on which the necessary cooperation between the Commission and Parliament has to be based.
In my opinion, Commissioner, you personally have done Parliament a discourtesy, you have snubbed Parliament. You have ignored Parliament's requests adopted on the basis of Article 192 and in particular the interinstitutional agreement 'Better Regulation', and there have been many failures to act - I have been Chairman of that committee and I am very well aware how many questions are pending - even though the Commission had formally undertaken not only to take account of requests but also to provide rapid and appropriate answers to Parliament's committees. That has not been the case at all!
The failure to comply with those obligations brings up the Commission's accountability, which I have no difficulty in defining as legal, to the European Parliament. At the conference on company law organised by the German Presidency, Mr Lehne rightly said that the European Commission could be brought before the Court for Justice for failure to fulfil its obligations.
Parliament, and I say this very clearly, should be aware that the Commission, on its Internet site, has already confirmed that the consultations held in 1997 and 2002 showed a high-level and specific demand from economic operators. The Commission therefore knows how important this issue is and is aware that it has a duty and an obligation to reply to Parliament's requests.
Not only has it failed to approve the proposal for legislation, but at the Berlin conference the Commissioner went as far as to say that further discussion of the usefulness of the proposal was necessary. That has left us very perplexed because we now need to consider - as the Commissioner says - whether the European Parliament still has a chance effectively to demonstrate the validity of that proposal for legislation.
A directive in this field - I am concluding - would certainly provide a sound legal basis for companies' freedom of establishment and freedom to provide services. We are awaiting a detailed proposal from the Commissioner which means not just going along with the various lobbies, from England, from the United Kingdom and Ireland, I think, but addressing an adverse situation. It is not the interests of individual countries that have to be served, Commissioner, as you are well aware, but the interests of Europeans! Parliament is not a lobby and we are actually and tangibly expressing that requirement and that necessity!
Charlie McCreevy
Member of the Commission. - Mr President, the oral question tabled by Mr Gargani, on behalf of the Committee on Legal Affairs, gives me the opportunity to provide you with an update on where the Commission stands regarding the 14th Company Law Directive and the European Private Company (EPC).
As you are aware, and as part of our 'better regulation' approach, a public consultation on the EPC statute was launched on 20 July by the Directorate-General for the Internal Market and Services. This consultation aims at gathering stakeholders' views on the need for such a statute and its possible content.
I know that the European Parliament would like the Commission to accelerate the process. However, we need to do the necessary preparatory work. An essential part of this is to consult stakeholders on different possible regulatory options - that is, a more uniform but less flexible statute, or a statute which gives a lot of freedom to users but results in a variety of EPC structures across the European Union. We need to hear stakeholders' opinions on which option is the most attractive for companies. That is what better regulation is about.
The feasibility study at the end of 2005 offered a rather general assessment of the current situation, but does not provide a clear answer as to the best policy option and the possible elements of the EPC statute. That is why we need a more in-depth analysis. The study will, of course, provide good background material for our work. We have also benefited from the European Parliament's report on the EPC statute and its recommendations on the possible content of such a statute.
Concerning the proposal for a 14th Company Law Directive, the preparatory work on this issue has not been conclusive. Our better regulation and impact policy requires us to demonstrate that an initiative has clear economic benefit before embarking upon it. I should be in a position shortly to make a more definitive statement on this issue in regard to the value added of such a proposal.
We need to reflect further before making such a proposal, which, frankly, risks being controversial. As Members know, I am not afraid of being controversial, but I need to be convinced that the potential benefits for the European Union of such an initiative merit a legislative proposal.
This is not about procrastination but about the belief that, to produce good quality work, the preparatory work must be carried out properly. Within the next couple of months I will inform Members of how I intend to proceed on these important issues.
Klaus-Heiner Lehne
on behalf of the PPE-DE Group. - (DE) Mr President, Commissioner, ladies and gentlemen, first of all I must say I am pleased that Commissioner McCreevy, in his answer to this oral question, did not reject the European Parliament's suggestions. Over the past few years, there have been so many hearings and consultations about the European Private Company that I cannot understand why we need to have a third, a fourth, a fifth and perhaps even a sixth or however many more. The matter is closed. We had an initial proposal in the Commission's action plan. That was approved, in the revised action plan, by the majority of stakeholders. The hearings in Parliament produced an unequivocal message. Parliament's decisions could not have been clearer, and on that basis I cannot accept any further delays.
Experts are generally agreed that there is a gap in the law in the Directive on the cross-border transfer of registered seat. The European Union offers freedom of movement of capital - that is, the option of moving one's property or capital to a different location - but if I own a business, I do not currently have that option because I cannot decide freely where to base my business, or where to transfer it to, within the European Union. That is very clearly a gap in the law. The Commission, in its annual legislative programme, announced its intention of closing the gap. Currently we have a situation where the European Court of Justice is developing its own case-law in this area and tending towards Wild West-style deregulation, for the simple reason that the legislature is inert; it is doing nothing to address the areas where we lack harmonisation. It is high time that the legislature acted, instead of handing all responsibility over to the Court of Justice.
One final point: the European Commission's monopoly on initiative does not exist in a vacuum. Like any monopoly, it has to be seen in a context and, in this case, the context follows from the Treaty and the Interinstitutional Agreements. According to those texts, both the Council and the European Parliament have an indirect right of initiative. The Commission, in the Interinstitutional Agreements, has undertaken to respond to their proposals. That being so, I wish to make it very clear that if the Commission fails to deliver a substantive response on this issue within the stipulated time limit, I shall propose to the Committee on Legal Affairs that we take proceedings against it in the European Court for failure to act.
Gary Titley
on behalf of the PSE Group. - Mr President, I welcome the Commissioner's remarks, particularly as commitment to better regulation involves clear team work of regulators and those people affected working together to develop a piece of legislation. I also welcome that he is clear that there have to be economic objectives and that has to reflect market needs.
Looking through the Commission's own summary of this consultation on company law, I notice that less than half the respondents call for the adoption of a European private company statute. That seems to be slightly at odds with some of the statements we have heard so far, so perhaps he could clarify exactly what those responses were. I also notice that most people wanted a codification and consolidation of existing company law, rather than anything going further. Clearly, he has got quite a difficult balancing act.
What I want to know is: to what extent have we identified so far a clear need for legislation at a European level, as opposed to a domestic one? I suspect that, in some cases, the pressure is coming from those who have very complex domestic laws and who want a European law to simplify matters. However, the problem is we have a European law on top of domestic laws and we often find it makes life much more complicated. Surely, the whole object of this exercise is simplification and clarification.
Sharon Bowles
on behalf of the ALDE Group. - Mr President, when I last spoke on this issue in February, I drew to the Commissioner's attention the fact that I did not like all the recommendations in Parliament's report, such as the size of the capital, because I felt that would make any statute along those lines discriminatory in favour of larger companies. Therefore, I welcome the fact that in the Commissioner's latest consultation, he is urging responses by SMEs.
However, we all need to be proactive in seeking those, with emphasis on the small rather than the medium. I shall certainly be doing this within my region and I am pleased to say that there are other bodies within the UK doing likewise, so I welcome efforts to establish the relevance to small companies. This is particularly the case when it is information from smaller companies that is frequently lacking, while, at the same time, we readily acknowledge that it is just those companies that do not have the means to deal with the different laws and regulations and, therefore, in theory at least it is those who we want to benefit most from the statute.
As I see it, this House has made some proposals that would render the statute unlikely to find favour with those very smaller companies, so there is a problem. My message is to keep it simple otherwise, for small companies at least, it would just be a fig leaf for no change.
Jean-Paul Gauzès
(FR) Mr President, Commissioner, ladies and gentlemen, the competitiveness of companies and the efficiency of the internal market also require appropriate and up-to-date legal statutes for companies. Some progress has been made in the case of large undertakings, with the adoption of the regulation on the European Private Company Statute on 8 October 2001. In 2004, the European Commission opened up a discussion on a new form of European company, designed more specifically for small and medium-sized undertakings: the European Private Company.
That initiative was very warmly welcomed by all those who had been awaiting it for the past 30 years - yes, 30 years. The results of the feasibility study on the Statute by the Commission were presented in December 2005. It clearly showed that the vast majority of the economic operators interviewed wanted such a statute, for two main reasons. Firstly, the introduction of a European statute would have the advantage of removing obstacles to the establishment and mobility of SMEs in the European Union. Secondly, it would enable a European label to be created for SMEs, particularly those in the new Member States.
For SMEs, the European Private Company seems an effective way of accessing the European market. Its adoption would also indirectly contribute to the evolution and harmonisation of national law, which, in turn, encourages the development and integration of the European economy. This new statute would meet the need to simplify the legal instruments available to companies and make them more effective.
It is my belief that many small and medium-sized undertakings would gain from such a statute, which would, obviously, remain optional. The European Private Company plan is strongly supported in economic circles in virtually all the Member States. That is certainly the case in France and Germany.
Parliament has approved the own-initiative report by Mr Lehne, whose conclusions I support, but at the moment no progress is being made. That is why I am supporting the questions to the Commission from Mr Gargani, on behalf of JURI. It is important to know what are the fundamental problems that have caused the Commission to delay its work on this issue.
Manuel Medina Ortega
(ES) Mr President, I share the point of view expressed by President Gargani and Mr Lehne on the need to press forward with European Union rules on company registered offices and the Statute of the European Private Company.
Mr McCreevy has told us in his reply that there are some problems, that there has been a delay, that consultations have been launched on one of the proposals and that for the other no point of view has apparently been defined as yet. So we are faced with the familiar issue of the adoption of Community legislation and the improvement of Community rules.
Mr Lehne has made it clear that the atmosphere here is one of cooperation between the institutions: Parliament is not on one side and the Commission on the other. Parliament hopes that the Commission can present initiatives soon because the Commission's power of initiative is part of the framework for cooperation with the other institutions. Commissioner McCreevy has spoken about difficulties with regard to the Member States but it is still not clear to us as a result of this debate where the objections lie, and whether they come from the private sector proper or essentially from the Member States.
Which States are opposed to Community rules of this type being adopted? Are we talking of solely private opposition? As Mr McCreevy will have another opportunity to speak I hope he will be able to offer some further clarification as to where the difficulties lie, whether in the private sector or essentially with the Member States.
Charlie McCreevy
Member of the Commission. - I wish to thank all Members for their comments.
I am afraid I cannot agree with Mr Gargani when he said that the Commission has not done anything and that it ignored Parliament. When we discussed Parliament's resolution on 1 February 2007 in Brussels, I undertook to answer Parliament in detail and I have every intention of living up to that commitment. I also noted the request from a number of Members, during our debate on 1 February, not to ignore preparatory work. Consultation on the EPC was duly launched in July. There is some support amongst stakeholders for a European Private Company. But it would be wrong to assume that there is consensus on its possible content, as both Mr Titley and Mrs Bowles have illustrated. Jumping to a conclusion risks parking the proposal on the shelf before it even gets started.
President
The debate is closed.
