Key Benefits:
Law on the amendment of the law on company companies and the law on entrepreneur funds 1)
(Implementation of the amending directive on the assessment of ratings by mergers and spaltings of limited liability companies etc.)
We, by God's grace, the Queen of the Danes, do our thing.
The parliament has adopted the following law, and we know that the following law has been approved by Parliament's consent :
§ 1
In the law of limited liability companies, cf. Law Order no. 649 of 15. June 2006, as amended by Section 4 of Act 4. 108 of 7. February 2007, section 1 of law no. 573 of 6. June 2007 and section 4 of law no. 576 of 6. June 2007 shall be amended as follows :
1. I footnote to amend the title of the law ', and parts of Directive 2004 /25/EC of the European Parliament and of the Council of 21. April 2004 on takeover bids, (EU Official Journal 2004) In 142, page 12), Directive 2005 /56/EC of the European Parliament and of the Council of 26. In October 2005, on cross-border mergers of companies with limited liability, (EU Official Journal 2005 # In 310, page 1, 'to :', parts of the European Parliament and Council Directive 2004 /25/EC of 21. April 2004 on takeover bids, (EU Official Journal 2004) In 142, page 12), Directive 2005 /56/EC of the European Parliament and of the Council of 26. In October 2005, on cross-border mergers of companies with limited liability, (EU Official Journal 2005 # Directive 310, page 1) and Directive 2007 /63/EC of the European Parliament and of the Council of 13. In November 2007, amending Council Directive 78 /855/EEC and 82 /891/EEC as regards the requirement to draw up an independent expert on a report in connection with a merger or division of limited liability companies (EU Official Journal 2007). L 300, page 48) '.
2. I § 6 c (3) (c) 3, " a stock exchange, cf. Section 7 (2). 1, no. 1, in the Act of securities trading, etc. ` ; to : 'a regulated market in an EU/EEA country.'
3. I 20 b (b) (b), 4, section 20 e (3). ONE, ONE. pkt., and § 81 b, paragraph. 1, the ' listing or trade of a stock exchange, an authorised market place or equivalent regulated market in an EU/EEA country ` shall be replaced by : ' trade in a regulated market in an EU/EEA country `.
4. I Section 21 (1). ONE, TWO. pkt., change ' securities central, cf. Section 7 (2). 1, no. 6 "to :" securities central, cf. Section 7 (2). 1, no. 3 ".
5. I § 21 A, paragraph 1 1, " an authorized marketplace, cf. Section 7 (2). 1, no. Two, in the law on securities trading, etc. ` ; to : 'a regulated market'.
6. I § 21 A, paragraph 1 3, the following shall be inserted after ' ice-holder ' s : `, unless the shares are issued through a securities central, cf. Section 7 (2). 1, no. 3, in the Act on securities trading, etc. '.
7. I § 23 d, 2. pkt., 40, 2. pkt., section 134 l, paragraph 1. FOUR, TWO. pkt., and § 135, paragraph 1. SIX, TWO. pkt., the words ', first paragraph, 3, ".
8. I § 28 A, paragraph 1 THREE, TWO. pkt., changes ' or trade in a regulated market or engaged in trade in an alternative marketplace 'to :' trade in a regulated market in an EU/EEA country or in an alternative market place '.
9. I § 47, paragraph. 3, in the case of non-disclosure in the computerised information system of the Enterprise and of the Corporate Management System, the ' without the invitation to creditors in the computerised information system shall be replaced by : `. § 46. "
10. I § 51, paragraph. Three, section 56, paragraph. SEVEN, TWO. pkt., and section 76 (3). THREE, ONE. pkt., the ' notation on a stock exchange, cf. Section 7 (2). 1, no. 1, in the Act of securities trading, etc. ` ; to : 'Trade in a regulated market'.
11. I Section 65 (2). 2, and § 84, paragraph. ONE, TWO. pkt., the ' listing on a stock exchange, an approved market place or a corresponding regulated market in an EU/EEA country ` shall be replaced by ' trade in a regulated market in an EU/EEA country `.
12. I § 69 (b) (b) ONE, ONE. pkt., the ' listing or trade of a stock exchange, an approved market place, an equivalent regulated market or an alternative marketplace ` shall be replaced by ' trade in a regulated market or an alternative marketplace `.
13. I § 73, paragraph 1. FIVE, ONE. pkt., the ' listing or trade of a stock exchange, an approved market place or equivalent regulated market ` shall be replaced by ' the trade in a regulated market in an EU/EEA country `.
14. I § 73, paragraph 1. 7, the ' revised annual report ` shall be replaced by the following : ' Annual Report '.
15. I § 76 a, paragraph ONE, THREE. Pkt., section 83, 1. pkt., and § 84, paragraph. TWO, THREE. pkt., the ' listing on a stock exchange ` shall be replaced by ' the trade in a regulated market `.
16. The heading for Chapter 10 a ITREAS :
"Acceptance bids in companies whose shares are tied to trade in a regulated market"
17. I § 81 c (3) (c) 6, and § 81 d, paragraph 3, changes ' listing or trade on a stock exchange, an approved market place or equivalent regulated market in an EU/EEA country, or where admission or trade is applied to : ' trade in a regulated market in an EU/EEA country, or where the applications for admission to trade ` are applied.
18. I § 134 c pasted as paragraph 5 :
" Stop. 5. If all shareholders in the undertakings concerned are intertwenged here, there is no requirement for the drawing up of an assessment mandate on the merger plan, including the Merger Charge, cf. paragraph ONE-THREE. "
19. § 134 f, paragraph TWO, TWO. pkt., ITREAS :
' shall be subject to the conditions laid down in paragraph 1. 1, the declaration on the concentration of concentration may not be registered after the expiry of the 2-week period, cf. § 134 h, paragraph 1, no. 4, unless it is assumed in an evaluation term, cf. § 134 c (3) 3 that the remuneration of the shares of the parties or companies is justified and justifiably justified. `
20. I § 136 c pasted as paragraph 5 :
" Stop. 5. If all shareholders in the participating undertakings are cooled to this, there is no requirement for the drawing up of a judgment call for the division of the division of the division, including the spaltus fee, cf. paragraph ONE-THREE. "
21. § 136 f, paragraph 1 TWO, TWO. pkt., ITREAS :
' shall be subject to the conditions laid down in paragraph 1. 1, the declaration on the graduated split may not be recorded after the expiry of the 2-week period, cf. § 136 h, paragraph 1, no. 4, unless it is assumed in an evaluation term, cf. § 136 (c) 3 that the remuneration of the shares in the incoming company is justified and justifiably justified. `
22. § 137 a ITREAS :
" § 137 a. The decisions of the merging companies shall set up and sign in conjunction with a merger plan to include information and provisions relating to :
1) the company form, name and registered office of the participating undertakings, the name and the place of company, name and registered office of the consecutive undertaking,
2) the remuneration of the shares in the related company,
3) the distribution of the remuneration, including shares in the consecutive company, to the shareholders of the related undertakings and the criterion of such allocation ;
4) the likely effects of the cross-border concentration of the concentration on employment in the participating undertakings ;
5) the time from which the shares to which payment are paid shall be the right to yield and the specification of any special circumstances associated with that right,
6) the time from which the rights and obligations of the related undertakings shall be regarded as outdone,
7) the rights of the consecutive company conferred to any holders of shares with special rights and any holders of securities other than shares, or the measures proposed in favour of these persons ;
8) the special benefits granted to the assessaries who are speaking on the merger plan, cf. § 134 c, and the members of the board of companies of the companies, the rep and board of directors,
9) the bylaws of the consecutive company,
10) information on procedures whereby, pursuant to section 139-139 f, detailed rules concerning the involvement of employees in the establishment of their rights with regard to co-determination in the consecutive company, where appropriate, shall be subject to rules ;
11) the assessment of the assets and liabilities transferred to the consecutive company, and
12) the dates of the accounts of the merging companies, which have been used as the basis for the conditions for transboundary fusion. ` ;
23. I § 137 b pasted as paragraph 2 :
" Stop. 2. The Management Board shall make a decision not later than four weeks prior to a decision on the implementation of the transboundary merger, cf. § 134 e, paragraph 1 6, no. 3, be presented in the company ' s Office for inspection of shareholders and employee representatives or, if there are no employee representatives in the specific company, for the employees themselves. '
24. § 137 c revoked.
25. I § 137 f the words ' workers ' shall be replaced by : ' employees ` ;
26. In the heading to § § 139-139 f and in the caption to § 139 g changes "Employee influence" to : "Employee participation" .
27. I § 139 A, paragraph 1, in section 15, paragraph 1 shall be amended. One and two, number one. Paragraph 1, and paragraph 1. 3-5 "to :" § 15, paragraph. Paragraph 1 (1). 2, no. Paragraph 1 and paragraph 1. 3 ".
28. I § 139 A, paragraph 2, the following may be inserted after ' may ' : section 15 (1). 4 and 5, "
29. I § 139 a pasted as paragraph FOUR :
" Stop. 4. In the case of a transboundary company in a cross-border merger, under the legislation of another EU/EEA country, and in the case of cross-border concentration, rules on co-determination resulting from the Council Directive on the establishment of a single provision shall be applied ; of the supplementary provisions of the European Company Statute (SE) in respect of employee participation, section 2 (2). 4-6 and 11, sections 3, section 9, section 36-39 and § § 41-43 of the law of employee influence in SETs and 161 a use for the undertakings concerned and affected subsidiaries under Danish law, as well as the accomplishments of the holding of the undertaking concerned ; undertakings, participating undertakings or subsidiaries involved when these holdings are located in Denmark. ` ;
30. I § 139 b, paragraph 1 1, inserted after ' The provisions of ' means ' 15, paragraph 1. 4 and 5, "
31. I § 139 b, paragraph 1 2, the following shall be inserted after ' application of ' :. 15, paragraph 1. 4 and 5, "
32. I § 139 c the following shall be inserted after ' SE-companies ` : '. 15, paragraph 1. 4 and 5, "
33. I § 139 e ' schemes ' shall be replaced by : ' a system ` ;
34. I § 139 e is inserted after ' § 139 a, paragraph 1, ' : ' or § 139 b (b), 1, no. 1, "
35. I section 157 c (3). 2, the ' listing on a stock exchange ` shall be replaced by ' the trade in a regulated market `.
§ 2
In the law of business funds, cf. Law Order no. 652 of 15. June 2006, as amended by Section 4 of Act 4. 573 of 6. June 2007 shall be amended as follows :
1. Section 9 (1). FOUR, ONE. pkt., ITREAS :
"For stocks and bonds that are engaged in trading in a regulated market, the latest purchasing rate may be added to the market."
2. I § 63, paragraph 5, in the words ' section 21 a, paragraph, TWO, FOUR. Pct. " to : section 21 a, paragraph, 3. "
§ 3
The law shall enter into force on 1. July 2008.
§ 4
Paragraph 1. The law does not apply to the Faroe Islands and Greenland, cf. however, paragraph 1 2.
Paragraph 2. The law may, in the case of Greenland, be implemented in full or in part to Greenland, with the deviations from which the special Greenland conditions are attributed ;
1) The law provides for the implementation of Directive 2007 /63/EC of the European Parliament and of the Council of 13. In November 2007, amending Council Directive 78 /855/EEC and 82 /891/EEC as regards the requirement to draw up an independent expert on a report in connection with a merger or division of limited liability companies (EU Official Journal 2007). L 300, page 48).
