Review of the EU legislation for 15/11/2024

Here’s a comprehensive review of the key legal acts mentioned:

Capital Markets Reforms:

A package of regulations and directives aims to make EU capital markets more accessible, particularly for SMEs. The reforms introduce simplified prospectus types, standardize formats, and reduce disclosure requirements. New rules allow for multiple-vote share structures on MTFs and modify research unbundling requirements. The minimum free float requirement is set at 10% with a €1 million minimum market capitalization.

Disability Rights:

Two major acts establish the European Disability Card and European Parking Card system. These standardized documents will be available in both physical and digital formats, ensuring equal access to services across EU member states. The system is being extended to legally residing third-country nationals. Implementation deadline is set for June 2027, with application starting June 2028.

Environmental Protection:

A Court judgment found Germany in violation of the Habitats Directive for failing to protect lowland and mountain hay meadows. The ruling confirmed significant habitat losses (up to 51%) and inadequate protective measures against harmful practices.

Judicial Independence:

A significant ruling established that EU law prohibits national provisions preventing review of case allocation between judges. The judgment emphasizes the importance of judicial independence and the right to review court composition decisions.

Commercial Law:

Several judgments clarified:
– Self-employed actors qualify as ‘undertakings’ under late payment rules
– Payment actions against insolvent companies remain under civil jurisdiction
– Cross-selling of loans and insurance products requires case-by-case evaluation
– VAT liability rules for company directors are permissible if proportionate

International Agreements:

A new framework establishes mutual recognition of architectural qualifications between the EU and Canada, requiring 12 years of combined education and experience, with a three-month processing timeline for applications.

Review of each of legal acts published today:

Regulation (EU) 2024/2809 of the European Parliament and of the Council of 23 October 2024 amending Regulations (EU) 2017/1129, (EU) No 596/2014 and (EU) No 600/2014 to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises (Text with EEA relevance)

This Regulation amends three key EU financial regulations to make public capital markets more attractive and facilitate access to capital for small and medium-sized enterprises (SMEs):The main changes include:

• Introduction of new simplified prospectus types – the EU Follow-on prospectus for secondary issuances and the EU Growth issuance prospectus for SMEs
• Standardization of prospectus format and content requirements, including maximum page limits
• Simplification of risk factor disclosure requirements and working capital statements
• Changes to market abuse regulation regarding insider lists, market soundings, and disclosure requirements
• New mechanism for exchange of order data between competent authorities

The Regulation’s structure includes:

• Article 1: Amendments to Prospectus Regulation (EU) 2017/1129
• Article 2: Amendments to Market Abuse Regulation (EU) 596/2014
• Article 3: Amendments to MiFIR (EU) 600/2014
• Article 4: Entry into force provisions
• Detailed Annexes specifying content requirements for different prospectus types

Key provisions include standardized formats for prospectuses, reduced disclosure requirements for secondary issuances and SMEs, simplified risk factor presentation, and new mechanisms for regulatory cooperation. The Regulation aims to reduce administrative burden while maintaining appropriate investor protection.

Directive (EU) 2024/2842 of the European Parliament and of the Council of 23 October 2024 extending Directive (EU) 2024/2841 to third-country nationals legally residing in a Member State

This Directive extends the European Disability Card and European Parking Card system to third-country nationals legally residing in EU Member States. It ensures that non-EU citizens with disabilities who legally reside in the EU have the same rights and access to facilities as EU citizens with disabilities. The Directive also covers persons accompanying disabled individuals and assistance animals.The act consists of 8 articles that establish the scope of application, define key terms, and set implementation deadlines. The main changes include extending all rights and obligations from Directive 2024/2841 to third-country nationals, while maintaining existing rules on mobility across the EU. The Directive must be implemented by Member States by June 5, 2027, and applied from June 5, 2028.Key provisions include:
– Equal treatment for third-country nationals with recognized disability status in their EU country of residence
– Coverage of beneficiaries of temporary protection and international protection
– Recognition of disability status across all EU Member States
– Possibility for Member States to provide information in languages understood by third-country nationals
– Special attention to multiple forms of discrimination, particularly affecting women and girls with disabilities
– Maintenance of existing rules on third-country nationals’ mobility across the EU

Directive (EU) 2024/2811 of the European Parliament and of the Council of 23 October 2024 amending Directive 2014/65/EU to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises and repealing Directive 2001/34/EC (Text with EEA relevance)

This Directive aims to make public capital markets in the EU more attractive for companies and facilitate access to capital for small and medium-sized enterprises (SMEs). It amends Directive 2014/65/EU (MiFID II) and repeals Directive 2001/34/EC.The Directive introduces significant changes to the EU capital markets framework by modifying rules on investment research, SME growth markets, and listing requirements. It also establishes an EU code of conduct for issuer-sponsored research.The main structural elements include amendments to MiFID II regarding research unbundling rules, provisions for SME growth markets, and specific conditions for admission of shares to trading. The Directive also transfers certain provisions from the repealed Directive 2001/34/EC to MiFID II.

Key provisions:

• Removes market capitalization threshold for bundling of research payments
• Introduces new EU code of conduct for issuer-sponsored research
• Allows segments of MTFs to apply to become SME growth markets
• Sets minimum free float requirement at 10% for share admission to trading
• Establishes EUR 1 million minimum market capitalization requirement
• Requires issuer non-objection for trading on multiple venues
• Introduces new supervisory powers regarding issuer-sponsored research

The Directive must be transposed by Member States by June 5, 2026 and applied from June 6, 2026. It includes provisions for regular review and assessment of its impact, particularly regarding SME access to capital markets.

Directive (EU) 2024/2810 of the European Parliament and of the Council of 23 October 2024 on multiple-vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility (Text with EEA relevance)

This Directive establishes common rules for multiple-vote share (MVS) structures in companies seeking admission to trading on multilateral trading facilities (MTFs). It aims to make public markets more attractive for companies, particularly SMEs, by allowing controlling shareholders to maintain control while raising funds through MTFs. The Directive introduces harmonized requirements for adopting MVS structures and protecting minority shareholders.The Directive consists of 9 articles covering: subject matter and scope, definitions, rules for adopting MVS structures, safeguards for minority shareholders, transparency requirements, review provisions, and implementation requirements. Key structural elements include allowing companies to adopt MVS structures before MTF admission, setting requirements for shareholder approval, and establishing mandatory safeguards.The main provisions include:

• Companies must obtain qualified majority approval from shareholders to adopt MVS structures
• Member States must implement either maximum voting rights ratios or special majority requirements for certain decisions
• Detailed transparency requirements about share structures and major MVS holders
• Clear identification requirements for MVS shares on trading venues
• Mandatory safeguards to protect non-MVS shareholders’ interests

Directive (EU) 2024/2841 of the European Parliament and of the Council of 23 October 2024 establishing the European Disability Card and the European Parking Card for persons with disabilities (Text with EEA relevance)

The Directive establishes two new EU-wide documents: the European Disability Card and the European Parking Card for persons with disabilities. These cards aim to facilitate free movement and equal access to services for persons with disabilities when traveling or visiting other EU Member States.The act consists of five chapters and 23 articles, along with two annexes detailing the technical specifications of both cards. The main structural elements include general provisions, specific rules for both cards, common provisions, delegated and implementing powers, and final provisions.Key provisions of the Directive include:

• Mutual recognition of disability status across EU Member States through standardized cards
• Equal access to special conditions and preferential treatment in areas such as culture, leisure, tourism, sports, and transport
• Both physical and digital versions of the cards will be available
• Free issuance of the Disability Card, while the Parking Card may be subject to administrative fees
• Member States must implement the Directive by June 5, 2027, with application starting from June 5, 2028
• Strong anti-fraud measures including QR codes and other digital security features
• Protection of personal data in accordance with GDPR
• Requirement for Member States to establish information websites and raise awareness about the cards

Judgment of the Court (Third Chamber) of 14 November 2024.European Commission v Federal Republic of Germany.Failure of a Member State to fulfil obligations – Environment – Directive 92/43/EEC – Conservation of natural habitats and of wild fauna and flora – Article 6(2) – Appropriate steps to avoid, in special areas of conservation, the deterioration of natural habitats – Habitat types 6510 (lowland hay meadows) and 6520 (mountain hay meadows) protected by the Natura 2000 network – Loss of area – No specific surveillance of natural habitats – General and structural failure – Article 4(1) – Proposal by each Member State of a list of sites indicating which natural habitat types and native species the sites host – Regular updating of information relating to those sites.Case C-47/23.

This judgment concerns a case brought by the European Commission against Germany regarding the protection of natural habitats, specifically lowland and mountain hay meadows protected under the EU Habitats Directive.The Court found Germany failed to properly protect these habitats in two key ways:

• There were significant losses of protected meadow areas across numerous sites in Germany, with losses of up to 49-51% in affected areas
• Germany failed to implement adequate surveillance and legally binding protective measures against harmful practices like over-fertilization and early mowing

The main provisions examined by the Court were:

• Article 6(2) of the Habitats Directive requiring Member States to take appropriate steps to avoid deterioration of natural habitats in special conservation areas
• Article 4(1) regarding Member States’ obligations to provide and update information about protected sites

The Court ruled that Germany violated Article 6(2) by failing to take appropriate protective measures, but rejected the Commission’s claim about information updating requirements under Article 4(1). The judgment clarifies Member States’ obligations regarding active protection and monitoring of natural habitats under EU environmental law.

Judgment of the Court (Fourth Chamber) of 14 November 2024.S. S.A. v C. sp. z o.o.Reference for a preliminary ruling – Second subparagraph of Article 19(1) TEU – Remedies – Effective judicial protection – Independent and impartial tribunal established by law – National rules governing the random allocation of cases to the judges of a court and the modification of the formations of the court – Provision precluding reliance on the infringements of those rules in appeal proceedings.Case C-197/23.

This judgment concerns the interpretation of EU law regarding judicial independence and effective legal protection in the context of case allocation rules in national courts. Here are the key points:Essence of the act:
The Court of Justice ruled that EU law precludes national provisions that prevent appellate courts from reviewing whether case reallocation between judges was done in compliance with national rules. The case specifically addressed a Polish law that prohibited such review. The Court emphasized that effective judicial protection requires the possibility to review compliance with rules that ensure courts are independent, impartial and properly established.Structure and main provisions:
The judgment analyzes several key legal aspects:- The scope of EU law requirements regarding judicial independence- The concept of a ‘tribunal previously established by law’- The necessity of judicial review of case allocation rules- The relationship between national procedural autonomy and EU law requirementsMost important provisions:
1. Member States must ensure that courts ruling on EU law matters meet requirements of effective judicial protection and independence2. Judicial independence has both external and internal aspects – protection from outside influence and impartiality3. The requirement of a ‘tribunal established by law’ covers not just the legal basis for court existence but also proper composition in each case4. National rules preventing review of case allocation compliance violate EU law requirements for effective judicial protection

Judgment of the Court (First Chamber) of 14 November 2024.Reprobel CV v Copaco Belgium NV.Reference for a preliminary ruling – Approximation of laws – Harmonisation of certain aspects of copyright and related rights in the information society – Directive 2001/29/EC – Article 2 – Reproduction right – Article 5(2)(a) and (b). – Exceptions and limitations – Fair compensation – Direct effect – Entity entrusted by the State with collecting and distributing fair compensation – Special powers.Case C-230/23.

This judgment concerns the interpretation of Article 5(2)(a) and (b) of Directive 2001/29/EC regarding copyright and related rights in the information society. The case involves a dispute between Reprobel (a copyright collecting society) and Copaco Belgium over payment of fair compensation for reproduction of copyrighted works.The Court analyzed whether individuals can rely on EU copyright directive provisions against entities like Reprobel that collect and distribute fair compensation for copying. The key findings were:1. An individual can challenge national legislation before courts against an entity like Reprobel if that entity:- Performs a public interest task- Has special powers beyond normal rules between private parties- Is entrusted by the state to collect/distribute fair compensation2. The relevant provisions of the EU copyright directive have direct effect, meaning individuals can rely on them to challenge national rules that impose compensation payments in violation of EU law.3. The Court clarified that while Member States have discretion in implementing fair compensation systems, they must ensure the compensation corresponds to actual harm suffered by rights holders and avoid overcompensation through proper reimbursement mechanisms.

Judgment of the Court (Tenth Chamber) of 14 November 2024.KL v Staatssecretaris van Financiën.Reference for a preliminary ruling – Common system of value added tax (VAT) – Directive 2006/112/EC – Article 273 – VAT payable by a taxable entity – National legislation providing for the joint and several liability of the director of the entity – Presumption of liability in respect of the director in the absence of notification that the entity is unable to pay the VAT due – Principle of proportionality.Case C-613/23.

This judgment concerns the interpretation of Article 273 of Council Directive 2006/112/EC regarding VAT collection and director liability for unpaid company VAT debts.The case examines whether national legislation can make directors jointly liable for company VAT debts when the company fails to properly notify tax authorities about inability to pay VAT. The key question was whether such liability rules comply with EU proportionality principles.The Court analyzed two main aspects:

• Whether directors can be required to prove they were not responsible for the company’s failure to notify inability to pay VAT
• Whether directors can remain liable for earlier VAT debts even if they proved good faith regarding later periods

The key provisions examined include:

• The notification obligation requiring companies to inform tax authorities within 2 weeks if unable to pay VAT
• Joint liability of directors if notification requirements are not met
• Conditions for directors to escape liability by proving lack of responsibility
• Treatment of different tax periods as standalone for liability purposes

The Court ruled that such national liability rules are permissible under EU law if:

• Directors can demonstrate non-responsibility through various circumstances, not just force majeure
• The standalone treatment of tax periods is reasonable for administering the notification system
• The rules do not go beyond what is necessary for proper VAT collection

Judgment of the Court (Sixth Chamber) of 14 November 2024.Agenciart – Management Artístico, Sociedade Unipessoal, Lda. v CT.Reference for a preliminary ruling – Directive 2011/7/EU – Combating late payment in commercial transactions – Article 2(3) – Concept of an ‘undertaking’ – Exercise of an independent professional activity – Actor – Agency contract – Order for payment procedure.Case C-643/23.

This judgment clarifies the interpretation of the concept of ‘undertaking’ under Directive 2011/7/EU on combating late payment in commercial transactions, specifically in relation to self-employed actors and other liberal professionals.The Court’s judgment consists of three main parts: the legal context of EU and Portuguese law, the factual background of the dispute between an artistic management company and an actor, and the Court’s legal analysis of whether a self-employed actor qualifies as an ‘undertaking’.The key provisions analyzed by the Court include:
– Article 2(3) of Directive 2011/7/EU defining an ‘undertaking’ as any organization acting in independent economic or professional activity
– The requirement that the activity must be exercised in a structured and stable manner
– The clarification that having premises, staff or equipment is not necessary to qualify as an undertaking
– The confirmation that liberal professions are covered by the DirectiveThe most important aspects of the judgment are:
– A natural person working as a self-employed actor on a regular basis qualifies as an ‘undertaking’ even without having physical infrastructure
– The activity must be carried out in a structured and stable manner, but does not require tangible assets
– Agency contracts for career management are considered part of the actor’s professional activity
– The non-transborder nature of transactions is irrelevant for applying the Directive

Judgment of the Court (Second Chamber) of 14 November 2024.Oilchart International NV v O.W. Bunker (Netherlands) BV and ING Bank NV.Reference for a preliminary ruling – Judicial cooperation in civil matters – Jurisdiction and the enforcement of judgments in civil and commercial matters – Regulation (EU) No 1215/2012 – Scope – Article 1(2)(b) – Exclusion – Concept of ‘bankruptcy, proceedings relating to the winding-up of insolvent companies or other legal persons, judicial arrangements, compositions and analogous proceedings’ – Action deriving directly from insolvency proceedings and closely linked with them – Action for the payment of a claim lodged after the debtor company was put into liquidation and the declaration of that claim lodged in the insolvency estate – Regulation (EC) No 1346/2000.Case C-394/22.

The judgment concerns the interpretation of EU regulations regarding jurisdiction in civil and commercial matters versus insolvency proceedings. The key points are:The case deals with determining whether an action for payment against an insolvent company falls under regular civil jurisdiction rules (Regulation 1215/2012) or insolvency proceedings jurisdiction (Regulation 1346/2000).The Court established that:

• Only actions that derive directly from and are closely connected with insolvency proceedings are excluded from civil/commercial jurisdiction rules
• An action for payment based on delivery of goods remains under civil jurisdiction even if filed after insolvency proceedings began
• The fact that a claim was also declared in insolvency proceedings does not change the civil nature of the payment action

The main provisions analyzed were:

• Article 1(2)(b) of Regulation 1215/2012 on exclusions from civil jurisdiction
• Articles 3 and 4 of Regulation 1346/2000 on insolvency proceedings jurisdiction and applicable law
• The relationship between these regulations regarding jurisdiction and applicable law

The Court concluded that an action for payment against an insolvent company remains under civil jurisdiction rules when based on regular commercial obligations, even if insolvency proceedings are ongoing and the claim was declared there.

Judgment of the Court (Fifth Chamber) of 14 November 2024.Compass Banca SpA v Autorità Garante della Concorrenza e del Mercato (AGCM).Reference for a preliminary ruling – Consumer protection – Directive 2005/29/EC – Article 2(j), Articles 5, 8 and 9 – Concept of ‘average consumer’ – Unfair business-to-consumer commercial practices – Concept of ‘aggressive commercial practice’ – Cross-selling of a personal loan and an insurance product not related to that loan – Orientation of the information provided to the consumer – Concept of ‘framing’ – Commercial practice consisting of simultaneously proposing to a consumer an offer for a personal loan and an offer for an insurance product not related to that loan – No cooling-off period between the signature of the loan contract and that of the insurance policy contract – Directive (EU) 2016/97 – Article 24.Case C-646/22.

This judgment concerns the interpretation of EU consumer protection law, specifically regarding unfair commercial practices in cross-selling of personal loans and insurance products. The key aspects of the judgment are:1. The Court clarifies that an ‘average consumer’ under EU law must be defined as someone reasonably well-informed and reasonably observant, while acknowledging that decision-making can be impaired by cognitive biases.2. The practice of simultaneously offering personal loans and unrelated insurance products does not automatically constitute an aggressive or unfair commercial practice. Such practices need to be evaluated case-by-case.3. National authorities can require traders to implement a cooling-off period between signing loan and insurance contracts if a practice is found to be unfair, but only if there are no less restrictive means to protect consumers.The judgment’s main provisions focus on:

• Defining the concept of ‘average consumer’ in EU consumer protection law
• Establishing criteria for determining aggressive commercial practices
• Clarifying national authorities’ powers to impose remedial measures
• Setting boundaries between different EU directives on consumer protection and insurance distribution

The Court emphasizes that while consumer protection is important, measures must be proportionate and respect traders’ freedom to conduct business.

Judgment of the Court (Tenth Chamber) of 14 November 2024.LE v European Commission.Appeal – Projects funded by the European Union in the area of research – Seventh Framework Programme for research, technological development and demonstration activities (2007-2013) – Project ALL-GAS – Regulation (EC) No 1906/2006 – Grant agreement – Consortium agreement – Exclusion of a participant – Ineligible costs – Debit notes – Article 299 TFEU – Regulation (EU, Euratom) 2018/1046 – Article 100(2) – Enforceable decision – Recovery decision – Action for annulment.Case C-781/22 P.

This judgment concerns an appeal against a General Court decision in a case involving the recovery of EU research funding. The key aspects are:1. The case involves a dispute between a participant (LE) in an EU-funded research project (ALL-GAS) and the European Commission regarding the recovery of €275,915.12 in funding after LE’s participation in the project was terminated.2. The judgment’s structure includes examination of: admissibility of the appeal, four grounds of appeal alleged by LE (failure to state reasons, breach of right to be heard/equal treatment/legitimate expectations, breach of reasonable time/good administration principles), and costs.3. The main provisions examined relate to:- Rules for participation in the 7th Framework Programme (Regulation 1906/2006)- Financial rules for EU budget (Regulation 2018/1046) – Requirements for grant agreements and recovery of funds- Procedural requirements for appeals to the Court of JusticeThe Court ultimately dismissed the appeal in its entirety, finding that none of the grounds of appeal were well-founded, and ordered LE to pay costs. The judgment focuses heavily on procedural aspects and the requirements for bringing valid appeals rather than substantive issues about the research funding rules.

Decision No 1/2024 of the Joint Committee on Mutual Recognition of Professional Qualifications of 10 October 2024 setting out an agreement on the mutual recognition of professional qualifications for architects [2024/2873]

This Decision establishes a framework for mutual recognition of professional qualifications for architects between the European Union and Canada. It sets out conditions and procedures for recognizing architectural qualifications obtained in one jurisdiction for practice in another jurisdiction under the Comprehensive Economic and Trade Agreement (CETA).The Decision consists of the main text and an Annex containing the detailed Agreement on Mutual Recognition. The main text includes 14 articles covering adoption, territorial scope, dispute settlement, and conditions for the Decision’s effectiveness. The Annex contains 8 articles and 3 appendices detailing qualification requirements, recognition procedures, and necessary documentation.Key provisions include:

• Requirement of minimum 12 years of education, training and professional experience for recognition
• Mandatory completion of a 10-hour online pre-registration course for EU architects seeking to practice in Canada
• Three-month timeline for processing complete applications
• Detailed procedures for application submission and document requirements
• Obligation to comply with host jurisdiction’s laws and professional standards
• Mechanisms for cooperation between competent authorities and dispute resolution