European company law

European company law is an emerging field of legal scholarship, which concerns the formation, operation and insolvency of corporations within the European Union. There is presently no substantive European company law as such, although a host of minimum standards are applicable to companies throughout the European Union. All member states continue to operate separate companies acts, which are amended from time to time to comply with EU Directives and Regulations. There is, however, also the option of businesses to incorporate as a "Societas Europaea", or "SE", which allows a company to operate across all member states.

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Harmonisation and regulatory competition

European Company

Under the European Company Statute business may incorporate as a Societas Europaea. An "SE" will be treated in every European Union member state as if it were a public company formed in accordance with the law of that state,[1] and may opt in or out of employee involvement.[2] A Societas Europaea may adopt either a two or one-tier board structure. Where the board is two-tiered, as in German companies, and employee involvement is adopted shareholders and employees (in proportion no less than what existed for most employees in their home countries previously) elect a supervisory board that in turn appoints a management board responsible for day to day running of the company. An SE may also choose a one tiered board, the same as every company in the UK chooses, and employees and shareholders may elect board members in the desired proportion.[3]

EU Company Law Directives

There have, since the European Community was founded in 1957, been a series of Directives creating minimum standards for business across the European Union. A central aim restated in each Directive is to reduce the barriers to freedom of establishment of businesses within the European Union through a process of harmonising the basic laws. The object is that when laws are harmonised, business will not be deterred by different or more onerous laws, but at the same time harmonisation provides a basic level of protection for investors in each member state, none of which are forced into regulatory competition.

See also

Notes

  1. ^ See The European Public Limited-Liability Company Regulations 2004 SI 2326/2004 and EU Regulation 2157/2001/EC
  2. ^ EU Directive 2001/86/EC
  3. ^ See generally, PL Davies, 'Workers on the Board of the European Company?' (2003) 32(2) Industrial Law Journal 75
==References== ;Books *S Grundmann, European Company Law #Intersentia 2006# ;Articles *M Andenas, 'Free Movement of Companies' #2003# 119 LQR 221 *P Dyrberg, 'Full Free Movement of Companies in the European Community At Last' #2003# ELR 528 == Références ==; Livres * S Grundmann, Droit de la société européenne'#Intersentia 2006#; «libre circulation des sociétés« articles * M Andenas, #2003# 119 LQR 221 * P Dyrberg, «plein mouvement libre des Sociétés dans la Communauté européenne At Last »[2003] 528 ELR 

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