The Law of Corporate Finance: General Principles and EU Law: Volume III: Funding, Exit, Takeovers

(Axel Boer) #1

80 3 Reduction of External Funding Needs


2007.^218 The Member States must transpose the Directive into national law by 1
November 2009.
SEPA and the PSD are expected to bring many benefits. At a general level,
opening up national payment markets for new providers and ensuring a level play-
ing field is expected to increase competition and foster cross-border provision of
services. What is most important for firms is that business customers and consum-
ers will be able to reach all accounts SEPA-wide from one home country account.
The Directive thus enables the firm to improve its cash management.
Fewer bank accounts. A company will basically need only one bank account
for incoming payments from the whole euro area. For example, businesses can set
up cross-border direct debits in euro and bill customers regularly on a cross-border
basis. With SEPA, a company can organise all its euro payments from a single eu-
ro account in the country of the firm’s choice.
Payment factory. In the past, companies have used different systems to run dif-
ferent payment methods with country-specific formats. This has made it difficult
to achieve a high degree of automation and economies of scale. The PSD and SEP
enable the firm to manage its payment transactions on a centralised basis. The firm
can use one channel for payment transactions and to generate all payment instruc-
tions in standard formats. In short, it is easier for the firm to use a “payment fac-
tory”.
A “payment factory” consists of centralised management of payment transac-
tions, liquidity, and cash pooling. It is based on internal standardisation. A bank
will then arrange payments on the firm’s behalf. The PSD and SEP make the crea-
tion and operation of payment factories easier by helping the firm to reduce the
number of bank accounts and banks in the euro area and by making the use of e-
invoicing easier.^219
Electronic invoicing. Community law facilitates the use of e-invoicing in sev-
eral other ways.
The Electronic Commerce Directive (ECD) generally provides that electronic
invoicing must be as valid as paper invoicing. The ECD requires Member States to
“ensure that their legal system allows contracts to be concluded by electronic
means”. In addition, “Member States shall in particular ensure that the legal re-
quirements applicable to the contractual process neither create obstacles for the
use of electronic contracts nor result in such contracts being deprived of legal ef-
fectiveness and validity on account of their having been made by electronic
means”.^220


(^218) Prior legal acts adopted by Community institutions in this area include: Recommenda-
tion 97/489/EC providing for the protection of customers using electronic payment veri-
fication instruments, such as payment cards; Directive 97/5/EC facilitating cross-border
credit transfers in establishing common customers’ protection requirements; and Regula-
tion 2560/2001 on cross-border payments that eliminated the difference of price between
cross-border and national payments.
(^219) See, for example, Fehr B, Zahlungsverkehr im Umbruch, FAZ, 30 January 2007.
(^220) Article 9 of Directive 2000/31/EC (ECD).

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