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