Directive 2006/68/EC Amending the Second Company Law Directive EU as Regards the Maintenance of Public Limited Liability Companies’ Capital and The Acqisition of Own Shares

Abstract

New Directive 2006/68/EC that will amend the Second Company Law directive has to promote business efficiency without reducing the protection offered to shareholders and creditors. The aim of new directive was to simplify some rules about the maintenance of capital, then make it easier and faster for public limited companies to change capital structure. In this paper, the author will analyze the aim of modifications in rules that are in force. These modifications are in connection with the alleviation of conditions for valuation assets that are contributed as consideration other than in cash, then the acquisition of company’s own shares, the prohibition of financial assistance, and pre-emptive rights and creditors’ protection in the case of capital decrease. The author will particularly analyze and comment the acquisition of own shares. The rule limiting the acquisition of own shares to 10% of subscribed capital and 18 months time limit on the authorization of the general meeting has been deemed unnecessarily restrictive. In the second part of this paper the author analyses necessary harmonization of Croatian law with new Directive.