Maintenance of capital: proposed Directive to amend the Second Company Law Directive | Practical Law

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).

Maintenance of capital: proposed Directive to amend the Second Company Law Directive

Practical Law UK Legal Update 4-103-0320 (Approx. 5 pages)

Maintenance of capital: proposed Directive to amend the Second Company Law Directive

by NATING GROUP
Law stated as at 29 Oct 2004European Union
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).