Course 26620: Recent developments in European company law

Date:3-4 April 2009

Areas of law:Company law, financial services and banking law, internal market

Target audience:Lawyers in private practice, in-house counsel, officials in tax administrations, accountants and academics

Description:Directive 2007/36/EC on the exercise of certain rights of shareholders was published in July 2007. An important proposal to simplify the 3rd and 6th Company Law Directives by removing the requirements for expert reports in mergers and divisions of companies was also approved in July 2007. Also in July 2007, the Commission published its Communication COM (2007) 394 on a simplified business environment for companies in the areas of company law, accounting and auditing.

A recommendation on several aspects of shareholders' rights is expected this autumn. Another important issue is the case for the European Private Company Statute. Several other measures are expected to complement this list, notably the proposal for a directive on the transfer of a company's registered office from one member state to another.

In this seminar, experts from different areas will analyse the impact of all these developments, consider the challenges for the future, and analyse their impact on other important areas of law.

Unit 9 International law

Key terms 2: Legal instruments

9 Underline the legal instruments mentioned in the description of Course B. One has already been done for you (Directive).

10 Complete the definitions of instruments below using words from the box. You may need to consult the glossary.

communications decisions directives recommendations and opinions regulations

1 ................................. are views and preferences expressed by EU institutions,

but they are not binding on the member states.

2 ................................. are detailed instructions which are applicable throughout

the EU and which are directly binding on the member states, which means that they become a part of the member state's national legal system automatically without the need for separate national legal measures.

3 ................................. are EU decisions which are binding on the EU

institutions and the member states, but they are only general instructions on the goal to be achieved; the way the goal is reached is left to the discretion of each member state.

4 ................................. are fully binding on those to whom they are addressed

(a member state, a company or an individual). They are based on a specific Treaty Article and do not require national implementing legislation.

5 ................................. are published by the Commission and set out the

background to a policy area. They usually indicate the Commission's intended course of action in this area.

11 Find words or phrases in the definitions in Exercise 10 which collocate with
these words.

1 binding 2 member 3 goal 4 discretion 5 action

Listening v. CPD seminar on labour law

You are going to hear part of the CPD seminar on labour law described in Course A on page 97, which deals with the Laval case.

12 ^9.1 Listen to this excerpt from the seminar, in which the instructor describes
the facts of the case and various reactions to it, and answer these questions.

1 Why is the Laval case referred to as a landmark case?

2 Who or what are:

a Laval b Vaxholm c L. and P. Baltic Bygg

3 In which courts was the case heard?

13 ^$9.i Listen again and decide whether these statements are true (T) or
false (F).

1 The trade union called for a blockade of the site because the Latvian workers were not entitled to work in Sweden.

2 The blockade led to the bankruptcy of the Latvian company that provided the workers.

3 The court considered the actions taken against Laval to be an infringement of the company's right to provide a service.

4 The trade unions believe the ruling is an attack on existing wage agreements.

14 ^$9.1 Listen again and complete the lawyer's notes about the case.

Laval ca.sc

Landmark ruling

• Context: enlargement of £U; fear of l)................ damping

• Impact on countries with w minimum wage, but with collective 2)

Facts

• Construction workers from 3)...... working in 5wedish town

of Vaxholm in ZOCM.

• 5wedish union accused company of paying 4).......... wa_gcs

than allowed in 5weden.

• Union blockaded work site; company went into 5)

• Case heard by European Court of 6)............... R.uling in

7)..............

R-uling

• Trade union had no 8)........... to force Latvian compary

to pay minimum wa_ge.

• Court recognised ncjht to collective action, but union restricted right of company to provide 9).............................................

• Union's actions incompatible with£U io).......... directive

• R-eactions to ruling: £TUC was 11).......... , as ruling

challenges collective bargaining system.

Speaking i: Debate

15 In groups, choose one of the following motions to debate.

1 The decision in Laval unjustly interferes with trade unions' ability to promote the equal treatment and protection of workers.

2 The decision in Laval represents a necessary restriction on the power of unions.

3 The decision in Laval was best for both business and workers alike.

Split your group into two. One half of the group prepares the arguments and defences for its motion, the other half prepares the arguments and defences against the motion. Decide how you will present your case, using every member of the group.

One person will act as the chairperson. The chairs should familiarise themselves with the arguments for both sides and ensure that the debate is carried out in a structured fashion.

LAW IN PRACTICE Lead-in

A patent is a monopoly right to make or sell an invention, or an improvement on an existing invention, for a particular number of years. In this way, the inventor is able to compensate his or her investment. It is one of the key concepts in intellectual property law.

Several international treaties have standardised many aspects of intellectual property law. However, these laws and their enforcement still vary widely from one jurisdiction to another

16 Discuss these questions.

1 What kinds of conflict of law could result from patent infringement?

2 In what ways does a case involving two or more nation states differ from a case between two parties from the same jurisdiction?

Reading 3: US patent laws

17 Read the online news report quickly and decide which is the best headline
(1, 2 or 3).

1 Microsoft patent row continues

2 Microsoft wins AT&T patent battle

3 Microsoft wins AT&T appeal chance

.©^O__________________________________ ___ _______________ .................. — cr

V' v' I? ^ "_ ______________ T *> __ __*_

news report |

Microsoft has won a long-running case in the US Supreme Court about the reach of US patent laws.

1)................

AT&T had sued Microsoft, alleging computers using Microsoft's Windows operating system had breached its patent in voice-compression software.

2)................

AT&T had said it should be entitled to damages for all Windows-based computers manufactured outside of the USA.

3)................

The presumption that United States law governs domestically but does not rule the world applies with particular force in patent law,' said Justice Ruth Bader Ginsburg.

4)................

I

18 Complete the report using these sentences (a-d).

a Microsoft accepted patent violations in the USA, but argued the infringement

should not be extended internationally. b According to the judges, an earlier ruling by the federal appeals court had gone

too far [and hadl applied its test in a way that was too narrow and too rigid. c But in a 7-1 ruling, the US Supreme Court supported Microsoft's position. d The court ruled that Microsoft was not liable in a software patent dispute

involving US telecoms operator AT&T.

19 Find highlighted terms in the report with the following meanings.

1 when you believe that something is true without having any proof

2 controls and directs the public business of a country, city, group of people, etc.

3 incapable of compromise or flexibility

4 given the right to do or have something

5 limited

6 the breaking of a rule or law

7 a decision in a case

8 when the influence of something is expanded

9 a question (or questions) that help a judge reach a decision

20 Explain the facts of the case and the court's decision in your own words. Do
you think the Supreme Court came to the right decision? Why (not)? How would
a higher court in your jurisdiction have ruled in this case?

leading 4: Microsoft v. AT&T

R(

21 Read the decision of the Supreme Court in the case of Microsoft Corp. v. AT&T
and answer these questions.

1 What was the patent that AT&T claimed that Microsoft had breached?

2 What does the Act mean when it refers to supplying a patented invention's components for combination abroad?

SUPREME COURT OF THE UNITED STATES