European company law
Encyclopedia
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.
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, and may opt in or out of employee involvement. 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.
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
.
European Union
The European Union is an economic and political union of 27 independent member states which are located primarily in Europe. The EU traces its origins from the European Coal and Steel Community and the European Economic Community , formed by six countries in 1958...
. 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.
Harmonisation and regulatory competition
- Gebhard v Consiglio dell'Ordine degli Avvocati e Procuratori di Milano [1995] ECR I-4165 (C-55/94)
- Centros Ltd v Erhversus-og SelkabssyrelsenCentros Ltd v Erhversus-og SelkabssyrelsenCentros Ltd v Erhversus-og Selkabssyrelsen is a European company law case, concerning the right of freedom of establishment.-Facts:...
[1999] ECR I-1459 (C-212/97) - Überseering BV v Nordic Construction Company Baumanagement GmbHÜberseering BV v Nordic Construction Company Baumanagement GmbHÜberseering BV v Nordic Construction Company Baumanagement GmbH is a European company law case, concerning the right of freedom of establishment.-Facts:...
(C-208/00) - Kamer van Koophandel en Fabrieken voor Amsterdam v Inspire Art LtdKamer van Koophandel en Fabrieken voor Amsterdam v Inspire Art LtdKamer van Koophandel en Fabrieken voor Amsterdam v Inspire Art Ltd is a leading corporate law case, concerning the EU law of freedom of establishment for companies.-Facts:...
[2003] ECR I-10155 (C-167/01)
European Company
Under the European Company StatuteEuropean Company Statute
The Council Regulation on the Statute for a European Company is an EU Regulation containing the rules for a public EU company, called a Societas Europaea, or "SE". An SE can register in any member state of the European Union, and transfer to other member states. , at least 702 registrations have...
business may incorporate as a Societas Europaea. An "SE" will be treated in every European Union
European Union
The European Union is an economic and political union of 27 independent member states which are located primarily in Europe. The EU traces its origins from the European Coal and Steel Community and the European Economic Community , formed by six countries in 1958...
member state as if it were a public company formed in accordance with the law of that state, and may opt in or out of employee involvement. A Societas Europaea may adopt either a two or one-tier board structure. Where the board is two-tiered, as in German companies
German company law
German company law is an influential legal regime for companies in Germany. The primary form of company is the public company or Aktiengesellschaft . The private company with limited liability is known as a Gesellschaft mit beschränkte Haftung...
, 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.
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 UnionEuropean Union
The European Union is an economic and political union of 27 independent member states which are located primarily in Europe. The EU traces its origins from the European Coal and Steel Community and the European Economic Community , formed by six countries in 1958...
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
Regulatory competition
Regulatory competition, also called competitive governance or policy competition, is a phenomenon in law, economics and politics concerning the desire of law makers to compete with one another in the kinds of law offered in order to attract businesses or other actors to operate in their jurisdiction...
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- 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
- Third Company Law Directive 78/855/EEC, on mergers of public companies
- Fourth Company Law Directive 78/660/EEC, on accounting standards
- Draft Fifth Company Law DirectiveDraft Fifth Company Law DirectiveThe Draft Fifth Company Law Directive is a European Union proposal for a Directive, primarily aimed to implement a right of employees to vote for the boards of directors in large companies...
, on structure of public companies, shareholder right to determine director pay and codetermination - Sixth Company Law Directive 82/891/EEC, on division of public companies, amended by 2007/63/EC
- Seventh Company Law Directive 83/349/EEC, on group accounts
- Eighth Company Law Directive 84/253/EEC, on auditAuditThe general definition of an audit is an evaluation of a person, organization, system, process, enterprise, project or product. The term most commonly refers to audits in accounting, but similar concepts also exist in project management, quality management, and energy conservation.- Accounting...
requirements - Draft Ninth Company Law Directive, on corporate groups
- Draft Tenth Company Law Directive, on cross border mergers of public companies
- Eleventh Company Law Directive 89/666/EEC, on disclosure of branches established by overseas companies
- Single Member Company Directive 2009/102/EC, replacing the Twelfth Company Law Directive 89/667/EEC on single member companies
- Market Abuse Directive 2003/6/EC
- Takeover DirectiveTakeover DirectiveThe Takeover Directive is an EU Directive dealing with European company law's treatment of mergers and acquisitions. It concerns the standards takeover bidders must comply with in how long a bid stays open to, who they offer to, and the information companies must give to the public about the bid...
2004/25/EC, on takeover bids - Transparency of Listed Companies Directive 2004/109/EC
- Cross Border Mergers Directive 2005/56/EC, on cross border mergers
- Audit Directive 2006/43/EC
- Shareholder Rights DirectiveShareholder Rights DirectiveThe Shareholder Rights Directive sets out minimum requirements relating to the holding of meetings in the EU, where it is shareholders holding shares in companies on a regulated market.It replaced the First Company Law Directive .-Contents:...
2007/36/EC, on shareholder rights, replacing the First Company Law Directive 68/151/EEC