Prof. Dr. Christoph Teichmann

Julius-Maximilians-Universität Würzburg

Cross-Border Mobility in European Company Law

Ltd.

(1) Choice of applicable company law: foundation of a company abroad

(2) Freedom of establishment: establishing headquarter in home country

Making use of national company law

(3) Result: Application of English company law for activity in Germany

GmbH

AG

Making use of national company law

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.

Ltd.

(1) Based on 10th European company law directive

(2) Assets of the transfering company will be taken over by the absorbing company

Cross-border merger

(3) Result: Change into a national company of another jurisdiction.

GmbH

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

1993 – Unilever spin-off (management by-out)

Headquarter in Southern Germany

Surface treatment technology:metal cleaning, electroplating

2009 – 80 employees (in Germany)

42 % of turnover outside Germany

23 subsidiaries in other countries

Netherlands

Czech Republic

Italy

France

Poland

United Kingdom

Greece

AustriaPortugal

Romania

Denmark

Slovenia

Slovakia

Spain

European Regulation

+

Articles of Association

Only few references to national law.

as complete as possible

Contractual freedom for the internal affairs

The European Private Company

The European Private Company (or: Societas Privata Europaea – SPE)

SPE

SPE

SPE

SPE

SPE

SPE

SPE

SPESPE

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

SPE