Changes from report parliamentary committee draft to plenary report

RemovedMember States should introduce harmonised equity-like debt instruments that allow for investors to invest in companies without acquiring rights of control over a company (such as profit participation rights, silent partnerships or profit-linked loans). Such equity-like debt instruments should:

AddedTo strengthen the innovative capacity of S.EUs and accelerate the commercialisation of research results, the legislative proposal should be accompanied by measures to promote and facilitate structured partnerships between S.EUs and universities, research institutes and technology transfer offices. The Commission should develop guidance and model cooperation agreements for such partnerships, ensuring they are simple, transparent and fair for all parties involved.

Added7. Attracting capital

AddedMember States should introduce a harmonised equity-like debt instrument that allows for investors to invest in companies without acquiring rights of control over a company, such as profit participation rights, silent partnerships or profit-linked loans. Such equity-like debt instruments should:

 be created by concluding a contractual agreement between the company and the investor for a capital contribution; such an agreement must specify the invested principal amount, include a defined repayment date and provide for compensation which may take the form of fixed or variable interest, or profit participation;

 be subordinate to ordinary debt claims;

 be treated as equity or equity-replacing capital for regulatory and accounting purposes.

Change 48

ChangedWith a view to increasing legal certainty across the 27 national jurisdictions of the internal market and to reducing market entry barriers to investmentinvesting in ESSUs,S.EUs, the Commission should facilitate the development of standard multilingual model articles of association, shareholder agreements and all other relevant documents for ESSUsS.EUs and establish a platform on which those model documents and practical information are made available in all official languages of the Union. .

Change 49

ChangedThe Commission should appoint an expert group tasked with the elaboration of standardised high-quality model articles of association that correspond to the harmonised requirements for ESSUs.S.EUs. That expert group should include, amongst others, representatives of founders, investors and trade unions.

Change 50

ChangedThe Commission should appoint a further expert group tasked with the elaboration of standardised, fair and high-quality model shareholder agreements. Such model shareholder agreements should strike a balance between the interests of founders and investors. That expert group should include, amongst others, representatives of founders and venture capital investors.

Change 51

ChangedThe Commission should establishsupport aand Jointbuild Researchupon Centreexisting forinitiatives concerning research into and information on European and comparative business law to establish open-access and comparable information on the business regulation in the Member States in all official languages of the Union.

8. Specialised dispute resolution

Change 52

ChangedIn order to accelerate dispute resolution concerning ESSUs,S.EUs, an alternative specialised dispute resolution mechanism should be established. Participation in that mechanism should be subject to the consent of the parties involved. Disputes relating to individual and collective labour law should be excluded from that mechanism.mechanism, Jurisdictionand jurisdiction in thosesuch cases should be determined in accordance with Articles 20 to 23 of Regulation (EU) No 1215/2012.

Change 53

ChangedMember States should furthermore introduceconsider introducing a special panel within itstheir national courts – either one panel within one specific court at the national level or one panel within one specific court in each federal entity, depending on the national judicial system in question. Such panels should be dedicated to resolving civil law disputes between companies relating to the ESSUS.EU corporate form, disputes arising from or in connection with the acquisition of ESSUsS.EUs or shares in ESSUsS.EU and disputes between an ESSUS.EU and members of its management or supervisory board. Member States should ensure that proceedings before such panels can be conducted in English, provided that the parties involved consent.

Change 54

Added9. Impact Assessment, Review and Evaluation

AddedThe effectiveness of the 28th regime in promoting innovation, enhancing competitiveness, safeguarding legal certainty and preventing regulatory circumvention of Union and national social and labour standards should be continuously monitored.

AddedThe Commission should conduct and publish a comprehensive and transparent impact assessment at the same time as any new legislative proposal related to the 28th regime, with a focus on social, fiscal and legal consequences, as well as risks of weakening Union and national protection standards. To ensure legal certainty and coherence, the Commission should also assess existing national models and best practices, such as the functionality of national corporate registries, and automated digital processes that facilitate company creation while maintaining high standards of transparency and accountability. The Commission should specifically explore ways to optimise procedures to ensure that the entire registration process, including additional verifications and compliance checks, can be completed within 48 hours, without affecting legal certainty and in accordance with procedural safeguards.

AddedThe Commission should further ensure a comprehensive review and, where necessary, a revision of the 28th Regime at regular intervals, including an assessment of its adoption rates among companies, in particular SMEs, start-ups, and scale-ups, its alignment with evolving business and societal needs, the Union’s competitiveness, social protection and employment and its overall fitness for purpose.

AddedThe Commission should evaluate and report to the European Parliament, the Council and the European Economic and Social Committee on the potential effect of the legislative act on the development and economic growth of SMEs and the compliance with and impact on Union and national labour law and worker protection standards every 4 years to ensure adaptability to new challenges. That report should, where appropriate, be accompanied by legislative proposals for revision.