EUROPEAN COMMISSION CONSULTATION ON THE FUTURE OF EUROPEAN COMPANY LAW

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1 14/05/12 EUROPEAN COMMISSION CONSULTATION ON THE FUTURE OF EUROPEAN COMPANY LAW London Stock Exchange Group s additional responses to the consultation on the future of European company law. The London Stock Exchange Group (LSEG) is pleased to respond to the EC s questionnaire on the future of European company law. This document is the supporting information we are supplying in addition to our submission of the online questionnaire. We are providing additional responses in relation to questions where our online response prompts such detail, and in relation to some other questions, where we feel that the format and nature of the questions and suggested responses do not allow for the nature of our position. We understand that our responses to the questionnaire and these additional responses may be made public. Question 6 Would you support that the EU s priority should be to improve the existing harmonised legal framework, or rather, to explore new areas of harmonisation? We would support a review of the requirements on maintenance and alteration of capital (please see response to question 20 below). Some stakeholders also support a review of the directive on certain rights of shareholders of listed companies. The Reflection Group recommends that companies articles should be allowed to provide for long term shareholders preferential treatment, including enhanced voting rights and higher dividends, as is practiced today in some member states 1. We understand that the purpose of the proposed review is to make transparent a common practice already applied in Europe. However, we believe that any reviews aimed at incentivising long term investors should not compromise the principle of one share, one vote. Therefore, whilst we agree that EU law should allow member states the ability to permit preferential treatment of long-term shareholders within their national company law, we do not believe that this requires harmonisation at EU level

2 Question 7 Should the focus of EU company law move away from the distinction between public/private towards listed/unlisted in order to ensure adequate protection to shareholders? The LSEG believes that the focus of EU company law should remain on the distinction between public and private companies. Changing this distinction in favour of a focus on listed/unlisted risks insufficiently protecting investors and represents a fundamental shift in the approach of European company law. The principle that private companies should be subject to less onerous shareholder safeguards stems from a belief that they tend to have a less diverse, more closely held/connected shareholder base. In contrast, public companies are assumed to have a more diverse, unconnected/third party shareholder base that calls for a more prescriptive governance framework. It is important to note that not all public companies are listed on public markets. To shift the distinction in company law towards listed/unlisted risks changing the levels of protection available to investors in large, public companies that are not listed. Changing the focus of EU company law towards listed/unlisted would also have the following effects: - All companies in Europe would have to reconstitute under a company form as either listed or unlisted. This represents a heavy burden on European business at a period when the focus on growth is paramount. - Consequential changes to all other directives related to company law, and the consequential implementation into national company laws - This could have an adverse impact on the work in progress in the EU for simplification for SMEs to foster growth (e.g. reviews of the Market Abuse Directive and of MIFID). - The EU approach, with the particular regulatory regime applied to listed companies, is quite different from the US model, which regulates registered companies whose capital is distributed among a specified number of shareholders. - In some Member States (including Italy) special regulation has been introduced with reference to companies belonging to strategic sectors (e.g. Energy, Transportation and Communications sectors), regardless of their admission to the market and of the number of shareholders. In addition, in Italy, the domestic definition of widely distributed issuers interferes with and complicates the overall framework applicable to issuers admitted to MTFs. This overlapping regulation represents an excessive regulatory burden for SMEs. Moreover, the debate on which is the size of a company that could trigger the application of a special regime is on-going at EU level (e.g. the Rapporteur s report in the context of the MIFID review, the review of the Transparency directive, etc.). For the above reasons, we 2

3 would not support a shift from the distinction between public/private towards listed/unlisted as proposed in this consultation. Question 13 Should the Commission explore alternative means to support European SMEs engaged in cross-border activities? LSEG Response We fully support the goal to improve the overall European business environment to support small businesses. Based on our capital markets expertise, our contribution to the EU policies focuses on improving access to finance for SMEs. Under the Financial Services Action Plan (and specifically the MiFID review), we strongly support the Commission s proposal for the creation of a new classification for SME markets and the development of the SME Growth Market Framework. Such a distinct and separate framework would help ensure EU regulation and policies do not adversely impact SMEs and would also form the basis for introducing new measures to improve the capital markets offering for such companies. Over the longer term, the framework would help gain investor interest in the SME asset class. Therefore it is important that the SME market framework is designed to provide an opportunity for a diverse range of growing European companies to access SME markets and to attract a diverse range of investors. Question 14 Should the EU act to facilitate the cross-border transfer of a company s registered office? We do not believe that there is a specific need for the EU to facilitate the transfer of a company s registered office, as the existing framework provides sufficient tools for this. However, if it is identified that existing arrangements are hampering European companies growth prospects we would support a review with the aim of improving their business environment. We would suggest that the conditions of any change should include: - A transfer should not be possible if proceedings for winding up, liquidation, insolvency, suspension of payments or similar proceedings have been brought against the company - A transfer should be accepted by all member states even when not accompanied by the transfer of the company s headquarters or principal place of business The consequences of a cross-border transfer should include: - There should be no winding up of the company in the home member state - The company should not lose its legal personality - A transfer should not result in the loss of the pre-existing rights of shareholders, members, creditors and employees of the company Question 18 Groups of companies do you see a need for EU intervention in this field? 3

4 We do not support EU intervention in the field of groups of companies, as it is a complex area that extends beyond addressing the rights of shareholders of different entities within a group. For example, other factors that require due consideration in the governance of a group, and that are beyond the scope of company law, include regulatory and taxation matters. We also have reservations relating to the impact on other areas of group governance: - Diluting the principal of separate legal personalities within a group, and the consequential effect of extending group liability - Insolvency of subsidiaries within groups, given the differing insolvency regimes in Member States Question 20 In your opinion, should the Second Company Law Directive be reviewed? We would support a review of the Second Company Law Directive. Article 34 of Second Company law provides that The subscribed capital may not be reduced to an amount less than the minimum capital laid down in accordance with Article 6. However, Member States may permit such a reduction if they also provide that the decision to reduce the subscribed capital may take effect only when the subscribed capital is increased to an amount at least equal to the prescribed minimum. This provision allows for Member States (including France, Italy, Sweden, and Spain) to go beyond the Second Directive's legal capital rules, providing for a stricter regime that is intended to better protect creditors. In particular, these states require that whenever losses cause a company's net assets to fall below a specified minimum level, the firm must either recapitalize or reorganize into a type of company with a legal capital requirement no greater than the remaining net assets. Furthermore, if a firm does not carry out such a reorganization or recapitalization in a timely manner, these rules either require the company to wind up (Italy), or they impose personal liability on the directors. The regime is not harmonised across the EU and the opponents of the legal capital doctrine say that it unjustifiably burdens companies (and hence investors and the efficient functioning of the entire equity market) by making financial structures inflexible and forcing them to pay for useless expert reports and legal advice. In addition, it is those companies that go public that must follow and bear the costs of the procedures provided for by the Second Directive. Most of the company laws of Member States are much more flexible for private limited-liability companies than they are for companies covered by the Second Directive. This means that it is more advantageous for new ventures to incorporate as private companies. In the case of Member States (like the United Kingdom) that do not impose legal capital rules on non-public companies, the Second Directive indirectly imposes an additional burden on any business that attempts to raise capital from public markets. This is because such companies must undergo the valuation procedure and bear those costs 4

5 (however little these costs compare to the total cost of going public) in order to convert into a public limited-liability company with the ability to issue securities to the public. We call for more EU harmonization on the minimum capital requirement: listed companies are currently subject to different company law provisions that cause inefficiency. Therefore we would support the launch of a comprehensive review of the regulation of legal capital formation and maintenance to ensure a harmonized approach to EU companies and to reduce administrative burdens without lowering investor protection. For further information please contact: Martin Batty Regulatory Strategy London Stock Exchange London Stock Exchange Group T Paola Fico Regulation & Post Trading Borsa Italiana London Stock Exchange Group T

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