Presentation on theme: "Cross-Border Mobility in European Company Law"— Presentation transcript:
1 Cross-Border Mobility in European Company Law Prof. Dr. Christoph TeichmannJulius-Maximilians-Universität Würzburg
2 Making use of national company law Ltd.(1) Choice of applicable company law: foundation of a company abroad(3) Result: Application of English company law for activity in Germany(2) Freedom of establishment: establishing headquarter in home country2
3 Making use of national company law AGGmbHApplication of German company law for activity abroad, ifHome country agrees to continuing application of its company law andHost state accepts application of foreign company law.3
4 (1) Based on 10th European company law directive Cross-border mergerLtd.GmbH(1) Based on 10th European company law directive(2) Assets of the transfering company will be taken over by the absorbing company(3) Result: Change into a national company of another jurisdiction.4
5 The European CompanySE-Regulation (directly applicable in every member state)Formation of the SE: merger, holding SE, subsidiary SE, conversion of public companyChoice between one-tier and two-tier systemProcedure for the transfer of the registered officeMany References to national lawSE-Directive: supplementing the RegulationInformation, consultation and participation of employees shall be defined by an agreement.Negotiations take place between organs of the participating companies and special negotiating body
8 80 employees (in Germany) Surface treatment technology: metal cleaning, electroplating1993 – Unilever spin-off (management by-out)Headquarter in Southern Germany2009 –80 employees (in Germany)42 % of turnover outside Germany23 subsidiaries in other countries
9 United Kingdom Denmark Poland Netherlands Czech Republic France SlovakiaRomaniaSpainItalyAustriaSloveniaPortugalGreece9
10 The European Private Company as complete as possibleEuropean Regulation+Articles of AssociationContractual freedom for the internal affairsOnly few references to national law.The European Private Company(or: Societas Privata Europaea – SPE)
12 The European Private Company Proposal by European Commission (2008)Compromise proposal by Swedish presidency (Dec. 2009)Remaining issues:Minimum capital (8,000 €) ?Negotiations with employees (if more than 500)?Separation of registered office and headquarter in different member states?
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