What changed between the plenary report and the adopted text

Change 4

Changed:21. Stresses that the registered seat of a company must be in one of the 27 Member States in order to qualify for registration as an S.EU ;S.EU; underlines that the registered seat and the registered office may be in different Member States;

Safeguards, including long-term strategies and optional forms

Change 5

Changed:22. Calls for including optional forms of steward ownership, asset locks and different classes of shares, especially loyalty shares and dual-class shares, including veto shares, as part of the legislative proposal;proposal on the 28th regime; underlines that European innovative companies, in particular SMEs, start-ups and scale-ups, are in need of alternative paths for access to capital; stresses the need for alternative financing models in the early stages of the lifecycle of an S.EU; considers that entrepreneurs might want to protect themselves from ‘killer acquisitions’ to prevent the relocation of innovation, often supported by European public research funds, outside of the Union; considers merger regulation as insufficient to address that issue;

23. Stresses the need not to undermine existing standards at Union or national level, thereby fostering legal certainty and protecting public interests, such as the prevention of money laundering, the respect for Union sanction regimes, and the protection of workers, their representatives and trade unions, and other vulnerable parties in the national legal orders of the Member States; reiterates that any S.EU must comply with the requirements set by Union and national labour law;

Change 6

Changed:24. Considers it necessary to include safeguards for the participation of employees, employees' representatives, or both, in the affairs of a company; understands participation as it is defined in Article 2, point (k), of Directive 2001/86/EC; reiterates that the S.EU should be treated in the same manner as comparable domestic companies by its home Member State and as comparable Union foreign law companies by any host Member State whilst ensuring that the artificial use of the S.EU with a view to circumventing current levels of employee participation protection in the law of the Member States is effectively prevented; underlines that the S.EU should be subject to the rules in force concerning employee participation, if any, in the Member State of employment; stresses that, accordingly, the S.EU must introduce, in accordance with the applicable national law of the place of employment, board-level employee representation rights once the number of employees of the companyS.EU exceeds any threshold, as laid down in the national law of the place of employment, for triggering board-level employee representation rights in that Member State; considers the reference to the negotiation procedure as laid down in Articles 3 to 7 of Directive 2001/86/EC as a fallback option, provided that employee participation rights which have already been established are not circumvented;

Change 7

Changed:25. Stresses that the 28th regime should not lead to the creation of shelf-shelf S.EUs or an increase of letterbox companies, as such practices undermine regulatory integrity, distort fair competition and erode genuine economic activity within the Union; underlines that the 28th regime should be without prejudice to the rights of trade unions and employers’ organisations to negotiate collective agreements;

5 unchanged paragraphs

26. Considers that a company for which infringement of binding rules regarding fraud, tax, social security evasion or employee participation have been officially established, should not be allowed to opt in to the 28th regime;

Attracting and supporting talent

27. Stresses that the S.EU framework should foster partnerships with universities, research institutes and technology transfer offices to accelerate the transition from lab to market, to ensure access to research infrastructure and expertise, and to support the commercialisation of research results, thereby strengthening innovation-driven ecosystems;

28. Highlights that the S.EU framework should facilitate free movement within the Union, without the need for intermediaries in administrative processes, while respecting applicable Union and national rules on labour and social law;

29. Stresses that attracting top talent is essential for growth and innovation in the Union and that SMEs, start-ups and scale-ups often face difficulties in offering the right competitive financial incentives across the single market, such as equity or profit-sharing, to attract and retain skilled professionals; underlines that productivity growth, innovation and social inclusion must go hand in hand; is of the view that consideration should be given to harmonising rules for employee financial participation, in particular through the creation of employee stock ownership plans (‘ESOPs’) and employee stock options (‘ESOs’);

Change 8

Changed:30. Underlines that harmonised rules for employee financial participation are among the key demands of entrepreneurs that face difficulties in providing equal benefits to their employees across the internal market; highlights that the harmonised rules should be without prejudice to fiscal policy, but, rather, should allow for employees to have progressive stock options; considers that having such harmonised rules would enable employees to gain an ownership interest and directly benefit from their company’s success, fostering long-term loyalty, innovation and a fairer distribution of growth; emphasises that it is important for the Commission to establish guidelines on the valuation of equity and on vesting periods; notes in that context that taxation-related issues, that iswhich makingmake employee financial participation fiscally attractive, are both sensitive and critical to the success of attracting top talent, and therefore calls on the Commission to address such issues as part of the 28th regime package to ensure legal coherence and cross-border applicability;

31. Insists that the harmonised rules for employee financial participation schemes should be designed in such a way as to feed into a more favourable work environment and should be non-discriminatory; stresses that such schemes should not replace or diminish remuneration and must have a low threshold for employees to access them;

Access to capital

Change 9

Changed:32. Highlights that the legislative proposal on the 28th regime establishing an S.EU should in general bring clarity to European and foreign investors by enabling them to invest cross-border using harmonised rules;

33. Calls for the elaboration of standardised multilingual model documents to be used by S.EUs within the entire Union for shareholder agreements and articles of association and calls for the use of and compliance with those model documents and other foundational and operational templates specifically tailored for S.EUs to be monitored by the digital portal referred to in point 17 in order to ensure legal clarity, ease of cross-border use and investor familiarity; recommends that those model documents serve as optional default templates within the S.EU registration process; recommends that it should be possible to depart from the model documents to take into account specific business requirements;

Change 10

Changed:34. Considers that the legislative proposal on the 28th regime should contain harmonised rules on equity-like debt instruments, including insolvency rules linked to those instruments, enabling investors to invest in a company without acquiring rights of control over that company;

35. Reiterates that access to finance should not be limited to venture capital but should also cover other types of investments, including equity and social impact investments, pension schemes and public investment funds, in order to ensure the necessary access to capital;

Change 11

Changed:36. Considers that provision should be made to facilitate the cooperation of SMEs, start-ups and scale-upswithscale-ups with research institutions to support spin-offs and knowledge transfer; underlines that, to that end, the creation of the S.EU should be fully integrated with Union initiatives to facilitate improved access to data in the context of research;

Change 12

Changed:Dispute Resolutionresolution

Change 13

Changed:37. Considers that an alternative dispute resolution mechanism should be established for disputes relating to S.EU sS.EUs to ensure fast and specialised dispute resolution; further believes that Member States should consider introducing a special panel within their national courts dedicated to disputes between companies relating to S.EU sS.EUs and that it should be possible for such special panels to conduct the dispute resolution in English;

4 unchanged paragraphs

Impact assessment, review and evaluation

38. Urges the Commission to conduct and publish a comprehensive and transparent impact assessment of any new legislative proposal related to the 28th regime, focusing on the impact of harmonisation measures for companies and on social, fiscal and legal consequences, as well as on the risk of weakening national protection standards;

39. Calls on the Commission to ensure a comprehensive review and, where necessary, revision of the 28th regime at regular intervals, including an assessment of its adoption rates among companies, particularly SMEs, start-ups, and scale-ups, its alignment with evolving business and societal needs, its overall fitness for purpose and its effect on the Union’s competitiveness; calls on the Commission to evaluate and report to the European Parliament, the Council and the European Economic and Social Committee on the potential effect of the new legislative act on the development and economic growth of SMEs; considers that the review cycle should occur every 4 years to ensure adaptability to new challenges;

Final provisions

Change 14

Changed:40. Requests that the Commission submit, by the first quarter of 20262026, on the basis of Articles 50 and 114 TFEU, a proposal for a directive following the recommendations set out in the Annex hereto;

41. Considers that the financial implications of the requested proposal should be covered by robust budgetary allocations;

42. Instructs its President to forward this resolution and the accompanying recommendations to the Commission and the Council.