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EWC and Mergers & Acquisitions …disposal

EWC and Mergers & Acquisitions …disposal. 1800. 1500. 1200. 900. 600. 300. 0. Mergers and acquisitions 1999-2001. multis covered by directive 94/45/EC. 1874. multis covered + EWC. 618. multis covered + EWC + involved in a merger. 211. all multinationals. 600. 300. 0.

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EWC and Mergers & Acquisitions …disposal

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  1. EWC and Mergers & Acquisitions…disposal

  2. 1800 1500 1200 900 600 300 0 Mergers and acquisitions 1999-2001 multis covered by directive 94/45/EC 1874 multis covered + EWC 618 multis covered + EWC + involved in a merger 211 all multinationals

  3. 600 300 0 Mergers and acquisitions 1999-2001 multis coveredby directive 94/45/EC multis covered + EWC + involved in a merger multis covered + EWC 505 291 130 multis with at least one subsidiary in a country in central or eastern Europe

  4. Remember!!! Most M&A result in failures • BMW – Rover • Volvo – Renault • Vivendi – Universal • France Telecom • Telia • ….

  5. What can be done?Create the conditions in the agreement • Define the information & consultation procedure (”in good time, express an opinion, extraordinary meetings) • Resources for representatives (time off, translation, communication, expert) • Changes in scope (périmètre) • Clause on large M&A …and disposal(EDF: social policy in case of restructuration)

  6. What can be done?Organising the EWC • Use the EWC structure to exchange information in ”peacetime” • Inventory of skills (also languages) • Inventory of contacts ( Reps, Unions, board reps…) • Set up a communication structure (working groups) • Identify issues of common interest (and work with them…) • Follow what is happening in the sector

  7. As soon as a rumour or information is available • Check the information trough all possible channels (management, workers reps at the board, Commission Home Page) • Develop your own criteria • About a company strategy • Include social issues (impact on employment, gender equality, representation rights)

  8. The rumor is confirmed • Try to reach an agreement with the employer on the provision of resources for the EWC and local worker representation • The agreement should regulate the costs in connection with meetings (travel, accommodation, translation, time off, etc) • Use the available external resources &TU expertise • Deal with confidential information in a responsible way • Inform and consult local representation and members • Exchange information with other EWCs

  9. But what if management doesn’t play the game?

  10. Mergers & EU Legislation • Council Regulation 4064/89 concerning the Control of Concentration between Undertakings (amended by Council Regulation 1310/9 ”in circumstances under which there will be a Community-wide impact” • Provide the Commission with detailed information (CO-form)

  11. The Commission • Check for information on the Home Page of the Commission • Ask to be consulted by the Commission • Ask the Commission for Information prior to the consultation meeting • Inform the Commission about the lack of information & consultation from the employer side (copies to the EIF) • Ask to be assisted by an Expert • Use national and European TU resources.

  12. Informing and consulting the workers? • At that point the undertakings have planned and arranged their merger to the last detail… and should have informed and consulted EWC and TU… ”the timely presentation of information, consultation and cooperation is required… when undertakings are undergoing restructuring or are being merged” Community charter nr 17-18 Nanterre Court 1997 (Renault) EWC directive ”grounds for consideration”

  13. The Commission & Mergers • The EWC is entitled to be consulted by the Commission (art 18.4 of the Regulation) • Can the EWC be consulted by the Commission on matters it hasn’t been informed and consulted about by management?

  14. How to find out…on the Commission Home Page http://europa.eu.int/comm/competition/mergers/oj

  15. If the undertakings haven’t inform and consulted • The EWC can ask to be consulted by the Commission • The EWC should inform the Commission and the EPSU that they haven’t been informed and consulted • If the Commission invites the EWC, the EWC should ask the Commission for the relevant information

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