Reforming the Second Company Law Directive

Abstract

This paper gives a first analysis of the new directive amending the 2nd company law directive (dir 2006/68). The four changes are analysed and criticized. The rules doing away with an expert opinion in case of contributions in kind are useful, although their scope will appear quite limited. On buy back of shares the directive merely does away with the 10% ceiling, a historical error anyway. Instead comes a limitation to undistributable assets (capital + undistributable reserves). The hopes for relaxation of the regime on financial assistance has not been achieved: the prohibition is abolished, but the procedures are heavy and the reservation requirement excessive. A missed chance!

Keywords: company law

JEL Classification: K2