European corporate law
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European corporate law is an emerging field of legal scholarship, which concerns the formation, operation and insolvency of corporations in the European Union. There is 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 (SE), which allows a company to operate across all member states.
History
There have been, since the European Community was founded in 1957, 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 in 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.
Types
| Name (in Latin) | Abbrev. | English translation | Number of registrations[1] (2014) |
|---|---|---|---|
| Societas Europaea | SE | European company | 2423 |
| Societas privata Europaea | SPE | European private company | ? |
| Societas unius personae | SUP | Sole proprietorship | N/A (proposed) |
| Societas cooperativa Europaea | SCE | European cooperative society | ? |
| N/A | EEIG | European economic interest grouping | ? |
Societas Europaea
Under the European Company Statute business may incorporate as a Societas Europaea.[2] 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,[3] and may opt in or out of employee involvement.[4] 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.[5] Practically all countries in Western and Eastern Europe follow either a one-tier or two-tier board structure.[6][7]
European treaties
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- Gebhard v Consiglio dell'Ordine degli Avvocati e Procuratori di Milano [1995] ECR I-4165 (C-55/94)
- Centros Ltd v Erhversus-og Selkabssyrelsen [1999] ECR I-1459 (C-212/97)
- Überseering BV v Nordic Construction Company Baumanagement GmbH (C-208/00)
- Kamer van Koophandel en Fabrieken voor Amsterdam v Inspire Art Ltd [2003] ECR I-10155 (C-167/01)
Harmonised fields of national law
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Formations and civil law
- First Company Law Directive 68/151/EEC, on co-ordination of safeguards (...) for the protection of the interests of members and others, repealed by 2009/101/EC. This concerns company registrations, transactional validity, the effect of ultra vires transactions, or transactions by improperly incorporated businesses
- Eleventh Company Law Directive 89/666/EEC, on disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State
- Twelfth Company Law Directive 89/667/EEC, on single-member private limited-liability companies, repealed by 2009/102/EC
- Draft Fourteenth Company Law Directive, on cross-border transfer of the registered offices of limited liability companies
Corporate governance
- Shareholder Rights Directive 2007/36/EC, on the exercise of certain rights of shareholders in listed companies
- Draft Fifth Company Law Directive, on the structure of public companies, shareholder rights to determine director pay and codetermination
- Draft Ninth Company Law Directive, on corporate groups
Capital maintenance
- Second Company Law Directive 77/91/EEC, on formation of public companies and the maintenance and alteration of capital, updated by 2006/68/EC and 2009/109/EC, repealed by 2012/30/EU
Mergers and acquisitions
- Third Company Law Directive 78/855/EEC, on mergers of public limited liability companies, repealed by 2011/35/EU
- Sixth Company Law Directive 82/891/EEC, on division of public companies, amended by 2007/63/EC
- Tenth Company Law Directive 2005/56/EC, on cross-border mergers of limited liability companies
- Thirteenth Company Law Directive 2004/25/EC, on takeover bids
- Merger Tax Directive 90/434/EEC, on the common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of shares concerning companies of different Member States, repealed by 2009/133/EC
Accounting and audit
- Fourth Company Law Directive 78/660/EEC, on accounting standards
- Seventh Company Law Directive 83/349/EEC, on group accounts
- Eighth Company Law Directive 84/253/EEC, on the approval of persons responsible for carrying out the statutory audits of accounting document, repealed by 2006/43/EC, on statutory audits of annual accounts and consolidated accounts
Market regulation
- Market Abuse Directive 2003/6/EC
- Transparency of Listed Companies Directive 2004/109/EC
See also
- UK company law
- German company law
- US corporate law
- List of company registers
- Swiss referendum "against corporate Rip-offs" of 2013
Notes
- ↑ Societas Europaea registrations seeurope-network.org
- ↑ A. Arlt, C. Bervoets, K. Grechenig, S. Kalss, The Societas Europaea in Relation to the Public Corporation of Five Member States (France, Italy, Netherlands, Spain, Austria), European Business Organization Law Review (EBOR) 2002, p. 733-764.
- ↑ See The European Public Limited-Liability Company Regulations 2004 SI 2326/2004 and EU Regulation 2157/2001/EC
- ↑ EU Directive 2001/86/EC
- ↑ See generally, PL Davies, 'Workers on the Board of the European Company?' (2003) 32(2) Industrial Law Journal 75
- ↑ The Status of the Law on A. Arlt, C. Bervoets, K. Grechenig, S. Kalss, Stock Corporations of Central and Eastern Europe: Facing the Challenge to enter the European Union and to implement the European Company, European Business Organization Law Review (EBOR) 2003, p. 245-272.
- ↑ A. Arlt, C. Bervoets, K. Grechenig, S. Kalss, The Societas Europaea in Relation to the Public Corporation of Five Member States (France, Italy, Netherlands, Spain, Austria), European Business Organization Law Review (EBOR) 2002, p. 733-764.
References
- Books
- S Grundmann, European Company Law (Intersentia 2006)
- M Habersack and D Verse, Europäisches Gesellschaftsrecht (CH Beck 2011)
- 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