Transcript Making use of national company law

Cross-Border Mobility
in European Company Law
Prof. Dr. Christoph Teichmann
Julius-Maximilians-Universität Würzburg
Making use of national company law
Ltd.
(1) Choice of applicable
company law:
foundation of a
company abroad
(3) Result: Application of
English company law
for activity in Germany
(2) Freedom of establishment:
establishing headquarter in
home country
Making use of national company law
AG
GmbH
Application of German company law
for activity abroad, if
- Home country agrees to continuing
application of its company law and
- Host state accepts application of
foreign company law.
Cross-border merger
Ltd.
GmbH
(1) Based on 10th European
company law directive
(2) Assets of the transfering
(3) Result: Change into a
company will be taken over by
national company of
the absorbing company
another jurisdiction.
The European Company
SE-Regulation (directly applicable in every member state)
 Formation of the SE: merger, holding SE, subsidiary
SE, conversion of public company
 Choice between one-tier and two-tier system
 Procedure for the transfer of the registered office
 Many References to national law
SE-Directive: supplementing the Regulation
 Information, consultation and participation of
employees shall be defined by an agreement.
 Negotiations take place between organs of the
participating companies and special negotiating body
The reality of the common market
Surface treatment technology:
metal cleaning, electroplating
1993 – Unilever spin-off
(management by-out)
Headquarter in Southern Germany
2009 – 80 employees (in Germany)
42 % of turnover outside Germany
23 subsidiaries in other countries
United Kingdom
Denmark
Poland
Netherlands
Czech Republic
France
Slovakia
Romania
Spain
Portugal
Italy
Austria
Greece
Slovenia
The European Private Company
European Regulation
+
Articles of Association
 as complete as possible
Contractual freedom for
the internal affairs
Only few references to national law.
The European Private Company
(or: Societas Privata Europaea – SPE)
SPE
SPE
SPE
SPE
SPE
SPE
SPE
SPE
SPE
SPE
SPE
SPE
SPE
SPE
The European Private Company
Proposal by European Commission (2008)
Compromise proposal by Swedish presidency (Dec. 2009)
Remaining issues:
1. Minimum capital (8,000 €) ?
2. Negotiations with employees (if more than 500)?
3. Separation of registered office and headquarter in
different member states?
Conclusion