Maintenance of capital: proposed Directive to amend the Second Company Law Directive | Practical Law
On 29 0ctober 2004 the European Commission announced that it had presented a proposal for a Directive to amend the Second Company Law Directive (77/91/EEC), intended to make it easier for public companies to take certain measures affecting the size, structure and ownership of their capital. The proposed changes include: limiting the need for expert valuations when a public company issues shares for a non cash consideration; a partial relaxation on the prohibition on public companies providing financial assistance for the acquisition of their own shares by third parties; permitting a public company to acquire its own shares up to the limit of its distributable reserves (rather than the limit of 10% of share capital as suggested by the Second Company Law Directive); and introducing the right for a majority shareholder of a listed company (that is one holding at least 90% of the shares) to buy out the minority shareholders at a fair price (with a complementary right on the minority shareholders to compel such majority shareholder to buy them out).