Presentation is loading. Please wait.

Presentation is loading. Please wait.

Cross-Border Mobility in European Company Law

Similar presentations

Presentation on theme: "Cross-Border Mobility in European Company Law"— Presentation transcript:

1 Cross-Border Mobility in European Company Law
Prof. Dr. Christoph Teichmann Julius-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 country 2

3 Making use of national company law
AG GmbH 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. 3

4 (1) Based on 10th European company law directive
Cross-border merger Ltd. 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 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


7 The reality of the common market

8 80 employees (in Germany)
Surface treatment technology: metal cleaning, electroplating 1993 – Unilever spin-off (management by-out) Headquarter in Southern Germany 2009 – 80 employees (in Germany) 42 % of turnover outside Germany 23 subsidiaries in other countries

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

10 The European Private Company
 as complete as possible European Regulation + Articles of Association Contractual freedom for the internal affairs Only 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?

13 Conclusion SPE

Download ppt "Cross-Border Mobility in European Company Law"

Similar presentations

Ads by Google