EUU, Alm.del - 2016-17 - Bilag 819: Notat og regeringens høringssvar på Kommissionens høring om digitalisering af selskabsretten

Europaudvalget 2016-17
EUU Alm.del Bilag 819
Offentligt

NOTE

Danish response to the public consultation on EU Company law up-

graded: Rules on digital solutions and efficient cross-border opera-

tions.

Denmark appreciates the opportunity to provide input to the work on dig-

itizing company law.

The Danish Government recognises the digitalisation of company law as

important for companies in the EU both regarding the use of digital tech-

nologies through a companies’ lifecycle and especially regarding

the

cross-border mobility of companies. Digitalisation of company law would

lower administrative burdens and make it easier for companies to operate

across borders in the internal market. At the same time it would promote

shareholder engagement by facilitating shareholders interaction with their

companies.

As regards the specific parts of the consultation the Danish Government

offers following point of views:

Part 1: The reasons to act

Priority should be given to regulating cross-border divisions and cross-

border conversions at EU level, as these cross-border business changes all

exist under Danish law, but needs to be regulated on EU-level in order to

function effectively. It should also be ensured that the regulation of cross-

border mergers is updated. In relation to the cross-border transactions the

Danish Government believes, that it is of high importance, that creditors

and employees are adequately protected, while the regulation should be

flexible and useful.

Part 2: The use of online tools throughout the companies' lifecycle

The Commission should focus on ensuring the mutual recognition of

electronic documents and information, and ensure that companies do not

have to report the same information to the authorities in several Member

States.

EUU, Alm.del - 2016-17 - Bilag 819: Notat og regeringens høringssvar på Kommissionens høring om digitalisering af selskabsretten

Part 3: The cross-border mobility of companies (mergers, divisions, con-

versions)

As a general rule the Danish Government actively supports EU regulation

that facilitates cross-border business transactions provided at the same

time that the regulation protects the interests of creditors and employees.

EU regulation shall protect creditors and employee representation in

cross-border transactions. The procedures for cross-border mergers

should be simplified.

In addition, the Danish Government welcomes EU regulation of cross-

border divisions and cross-border conversion. The rules on cross-border

mergers, divisions and conversions should be regulated identically as

several issues are similar for all operations. Integration of the rules in the

same directive should also be considered, as this would help to ensure

that unintended divergence does not occur during the negotiation process.

Part 4: The conflict-of-law rules for companies

It is the Danish

Government’s view, that a company should be governed

by the laws of the country in which the company was incorporated or has

its registered office. It is also the Danish Government's view regarding

the conflict-of-law rules for companies, that it is not possible to enforce

other Member States rules on companies, which have their registered

office in Denmark and vice versa.

Denmark looks forward to the upcoming initiatives set forth by the

Commission and to participating in further discussions on these important

subjects.