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Prof. Dr. Christoph Teichmann Julius-Maximilians-Universität Würzburg Cross-Border Mobility in European Company Law.

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Presentation on theme: "Prof. Dr. Christoph Teichmann Julius-Maximilians-Universität Würzburg Cross-Border Mobility in European Company Law."— Presentation transcript:

1 Prof. Dr. Christoph Teichmann Julius-Maximilians-Universität Würzburg Cross-Border Mobility in European Company Law

2 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

3 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.

4 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

5 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

6

7 The reality of the common market

8 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

9 Netherlands Czech Republic Italy France Poland United Kingdom Greece Austria Portugal Romania Denmark Slovenia Slovakia Spain

10 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)

11 SPE

12 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?

13 Conclusion SPE


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