European company European company forms: EEIG, SE, forms: EEIG, SE,

SPE and SUP SPE and SUP proposalproposal

Doc dr Tatjana Jevremović Doc dr Tatjana Jevremović PetrovićPetrović

European company formsEuropean company forms Competition reasons, psyhological reasons, Competition reasons, psyhological reasons,

uniformity of company law, different national uniformity of company law, different national laws ...laws ...

Harmonization by DirectivesHarmonization by Directives Special european forms, regulated by Special european forms, regulated by

Regulations (unification, not only Regulations (unification, not only approximation of laws) – legal base art. 352 of approximation of laws) – legal base art. 352 of the TFU (ex art. 308) (unanimity and the TFU (ex art. 308) (unanimity and consultation of the European Parliament)consultation of the European Parliament)

EEIG, SE, SCE (European co-operative EEIG, SE, SCE (European co-operative society), SPE proposal, European foundation society), SPE proposal, European foundation proposal (FE), SUP proposalproposal (FE), SUP proposal

EEIGEEIG European Economic Interest Grouping - European Economic Interest Grouping - Council Council

Regulation (EEC) No 2137/85 of 25 July 1985 on Regulation (EEC) No 2137/85 of 25 July 1985 on the European Economic Interest Grouping the European Economic Interest Grouping (EEIG)(EEIG) groupement européen d'intérêt économique groupement européen d'intérêt économique

(GEIE)(GEIE) Europäischen wirtschaftlichen Europäischen wirtschaftlichen

Interessenvereinigung (EWIV)Interessenvereinigung (EWIV) Evropsko gospodarsko interesno združenje (EGIZ)Evropsko gospodarsko interesno združenje (EGIZ)

Not common in practice: legal firms, some Not common in practice: legal firms, some industrial cooperation (FIAT)industrial cooperation (FIAT)

EEIGEEIG EEIG has EEIG has the capacity, name, rights and the capacity, name, rights and

obligations of all kinds, obligations of all kinds, right right to make contracts to make contracts or accomplish other legal acts, and to sue and or accomplish other legal acts, and to sue and be sued.be sued.

Member States shall determine whether or not Member States shall determine whether or not EEIG has EEIG has legal personalitylegal personality..

Main Main purpose of a purpose of a EEIG is toEEIG is to facilitate or facilitate or develop the economic activities of its members develop the economic activities of its members and to improve or increase the results of those and to improve or increase the results of those activitiesactivities..

IIts purpose is not to make profits for itself.ts purpose is not to make profits for itself. Unlimited joiUnlimited joint and several liability of members nt and several liability of members

for all transactions in name and on behalf of for all transactions in name and on behalf of EEIGEEIG

SE - IntroductionSE - Introduction

SE background – fighting the SE background – fighting the competitioncompetition

European internal market – mobility European internal market – mobility issuesissues

European label (Allianz SE)European label (Allianz SE) Removal of national differences (?)Removal of national differences (?)

Proposed SE – Nordea SE Proposed SE – Nordea SE (before)(before)

Nordea AB (Sweden)

Nordea Bank Finland PLc (Finland)

Bank (Sweden) Bank (Norway) Bank (Danmark) Bank (Finland)

Proposed SE – Nordea SE Proposed SE – Nordea SE (after)(after)

Nordea SE

Branch (Finland) Branch (Danmark) Branch (Norway)

SE – History of proposalsSE – History of proposals Prof. Sanders – idea for the SEProf. Sanders – idea for the SE EC Commission proposals:EC Commission proposals:

1970/19751970/1975 1989/911989/91 Political agreement on Political agreement on Nice Summit of the European Nice Summit of the European

CouncilCouncil, December 2000, December 2000 2001 Statute for a SE adopted + Directive on employee 2001 Statute for a SE adopted + Directive on employee

participationparticipation

Council Regulation (EC) No 2157/2001 of 8 October Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company2001 on the Statute for a European company

Council Directive 2001/86/EC of 8 October 2001 Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company supplementing the Statute for a European company with regard to the involvement of employees with regard to the involvement of employees [Official Journal L 294, 10.11.2001].[Official Journal L 294, 10.11.2001].

SE – General provisionsSE – General provisions Form of Form of a European a European public limited-liability public limited-liability

company company Capital of 120 000 euros, divided in sharesCapital of 120 000 euros, divided in shares Registered and head office in same MS,

possibility of transfering registered and head office into another MS Transfer proposal (obligatory content) Report done by administrative/management board Information and protection of shareholders and

creditors Adequate protection before the competent authority the competent authority

issues the certificateissues the certificate

SE – General provisionsSE – General provisions Certification of formalities and procedures and

registration of SE New registration and information of the

previous register (deletion of the old registration)

Publication Change of applicable law (possibility for MS to

oppose the transfer of the public interest grounds in two months period)

SE – General provisionsSE – General provisions Impossible Impossible if proceedings for winding if proceedings for winding

up, liquidation, insolvency or up, liquidation, insolvency or suspension of payments or other similar suspension of payments or other similar proceedings have been brought against proceedings have been brought against itit

Protection of public interest in respect of any cause of action arising in respect of any cause of action arising

prior to the transferprior to the transfer – previous seat – previous seat Explicit mention of the public bodies as

creditors – adequate protection satisfaction or securing of payments to satisfaction or securing of payments to

public bodiepublic bodiess

SE – FormationSE – Formation Public limited-liability companies by means of a Public limited-liability companies by means of a

mergermerger provided that at least two of them are provided that at least two of them are governed by the law of different Member States.governed by the law of different Member States.

Public and private limited-liability companies Public and private limited-liability companies by by formation of a holding SEformation of a holding SE provided that each provided that each of at least two of them:of at least two of them: (a) is governed by the law of a different Member (a) is governed by the law of a different Member

State, orState, or (b) has for at least two years had a subsidiary (b) has for at least two years had a subsidiary

company governed by the law of another Member company governed by the law of another Member State or a branch situated in another Member State.State or a branch situated in another Member State.

SE – FormationSE – Formation

Companies and firms may Companies and firms may form a form a subsidiary SEsubsidiary SE by subscribing for its by subscribing for its shares, provided that each of at least shares, provided that each of at least two of them:two of them: (a) is governed by the law of a different (a) is governed by the law of a different

Member State, orMember State, or (b) has for at least two years had a (b) has for at least two years had a

subsidiary company governed by the law subsidiary company governed by the law of another Member State or a branch of another Member State or a branch situated in another Member State.situated in another Member State.

SE – FormationSE – Formation A public limited-liability companyA public limited-liability company may be may be

transformed into an SEtransformed into an SE if for at least two years it if for at least two years it has had a subsidiary company governed by the law of has had a subsidiary company governed by the law of another Member State. another Member State.

An SE may be converted into a public limited-liability An SE may be converted into a public limited-liability company governed by the law of the Member State in company governed by the law of the Member State in which its registered office is situated. No decision on which its registered office is situated. No decision on conversion may be taken before two years have conversion may be taken before two years have elapsed since its registration or before the first two elapsed since its registration or before the first two sets of annual accounts have been approved. sets of annual accounts have been approved.

No ex-nihilo foundation (circumvention by No ex-nihilo foundation (circumvention by shelft SEshelft SE)) Cross-border character of operation (not for purely

domestic reasons)

SE – Applicable law (art. SE – Applicable law (art. 9)9)

1. An SE shall be governed:1. An SE shall be governed: (a) by this Regulation,(a) by this Regulation, (b) where expressly authorized by this Regulation, by the (b) where expressly authorized by this Regulation, by the

provisions of its statutesprovisions of its statutes oror (c) in the case of matters not regulated by this Regulation or, (c) in the case of matters not regulated by this Regulation or,

where matters are partly regulated by it, of those aspects not where matters are partly regulated by it, of those aspects not covered by it, by:covered by it, by:

(i) the provisions of laws adopted by Member States in (i) the provisions of laws adopted by Member States in implementation of Community measures relating specifically to implementation of Community measures relating specifically to SEs;SEs;

(ii) the provisions of Member States' laws which would apply to a (ii) the provisions of Member States' laws which would apply to a public limited-liability company formed in accordance with the law public limited-liability company formed in accordance with the law of the Member State in which the SE has its registered office;of the Member State in which the SE has its registered office;

(iii) the provisions of its statutes, in the same way as for a public (iii) the provisions of its statutes, in the same way as for a public limited-liability company formed in accordance with the law of the limited-liability company formed in accordance with the law of the Member State in which the SE has its registered office.Member State in which the SE has its registered office.

2. The provisions of laws adopted by Member States 2. The provisions of laws adopted by Member States specifically for the SE must be in accordance with specifically for the SE must be in accordance with Directives applicable to public limited-liability companies.Directives applicable to public limited-liability companies.

Structure of the SEStructure of the SE AnAn SE shall comprise: SE shall comprise:

(a) a general meeting of shareholders and(a) a general meeting of shareholders and (b) either a supervisory organ and a management (b) either a supervisory organ and a management

organ (two-tier system) or an administrative organ organ (two-tier system) or an administrative organ (one-tier system) (one-tier system) depending on the form adopted in depending on the form adopted in the statutes.the statutes. (party autonomy)(party autonomy)

One tier system: administrative organOne tier system: administrative organ Two tier system: management and supervisory Two tier system: management and supervisory

boardboard Structure irrespective of the national system Structure irrespective of the national system

adopted, same in the case of transfer of the adopted, same in the case of transfer of the company’s seat (change of applicable law, but no company’s seat (change of applicable law, but no obligatory adoption of the imperative company law obligatory adoption of the imperative company law provisions regarding structure of the company)provisions regarding structure of the company)

Structure of the SEStructure of the SE

-- The 1975 Proposal contained detailed The 1975 Proposal contained detailed provisions on (corporate governance) provisions on (corporate governance) remuneration, responsibilities, conflicting remuneration, responsibilities, conflicting interests, insider trading, and even interests, insider trading, and even investigation procedure initiated by investigation procedure initiated by minority shareholders;minority shareholders;

- The 2001 SE Reg- The 2001 SE Regulationulation is relatively is relatively ‘poor’, as it is restricted to certain ‘poor’, as it is restricted to certain matters onlymatters only

SE and Corporate SE and Corporate GovernanceGovernance

Board structure is closely linked to the ‘corporate Board structure is closely linked to the ‘corporate governance governance debate’debate’

RRecommendations ecommendations High Level Group Reports 2002High Level Group Reports 2002

independence and competence of board membersindependence and competence of board members one tier: distinction between executives and non one tier: distinction between executives and non

executivesexecutives remunerationremuneration formation of board committeesformation of board committees internal/external audit committeesinternal/external audit committees duty of care and business judgment ruleduty of care and business judgment rule duty of loyaltyduty of loyalty conflicting interestsconflicting interests financial statementsfinancial statements wrongful tradingwrongful trading

SE and national laws on SE and national laws on Corporate GovernanceCorporate Governance

Only one tier board adopted (UK, Greece)Only one tier board adopted (UK, Greece) Both systems allowed (France, Belgium)Both systems allowed (France, Belgium) Only two tier board adopted (Germany, Only two tier board adopted (Germany,

Austria, Czech Republic)Austria, Czech Republic)

Problems: Problems: Different board structure of the SE Different board structure of the SE Application of the national law provisions for Application of the national law provisions for

public limited liability companies public limited liability companies What (national) provisions would apply ?What (national) provisions would apply ?

Possible but no obligatoryPossible but no obligatory additional national additional national rules on the board structure and its functioningrules on the board structure and its functioning

Employee participation in one tier board Employee participation in one tier board structurestructure

SE – Employee SE – Employee participationparticipation

Directive on employee participation Directive on employee participation in SE based on “before and after” in SE based on “before and after” principleprinciple

Formation of Formation of special negotiating special negotiating bodybody

Adoption of Adoption of standard rulesstandard rules by MS, by MS, which can be applied if negotiating which can be applied if negotiating body so decidesbody so decides, plus deadlines for , plus deadlines for negotiations.negotiations.

SE todaySE today

SE todaySE today State of Art: State of Art: 4 Feb 2015 4 Feb 2015 22782278 established SE established SE Data: Data: http://ecdb.worker-participation.eu/http://ecdb.worker-participation.eu/

In Jun 2009 out of 725 companies following In Jun 2009 out of 725 companies following structure:structure:

86 ‘shelf companies’ (for sale)86 ‘shelf companies’ (for sale) www.foratis.comwww.foratis.com. . 132 000 € (share capital 120 000€) 132 000 € (share capital 120 000€) 183 UFO (presumably with operation and employees; however 183 UFO (presumably with operation and employees; however

little or nothing known)little or nothing known) 41 ‘empty’ (with operation, but without employees)41 ‘empty’ (with operation, but without employees)

Usually motivated by circumvention of laws (national Usually motivated by circumvention of laws (national rules on company’s structure, employee participation) rules on company’s structure, employee participation) and not by economic reasons (cross-border mobility)and not by economic reasons (cross-border mobility)

Almost half of SE’s founded in Czech Republic (among Almost half of SE’s founded in Czech Republic (among which 115 shelf and 375 UFO companies)which 115 shelf and 375 UFO companies) Reasons for operating firms: European image of the SE, Reasons for operating firms: European image of the SE,

reduction of the members in board structures (and one-tier reduction of the members in board structures (and one-tier system), mobility (2 cases)system), mobility (2 cases)

Operating in Serbia (example Strabag SE, BASF SE)Operating in Serbia (example Strabag SE, BASF SE)

SE today – Allianz SESE today – Allianz SE

Example - Allianz Versicherungen AGExample - Allianz Versicherungen AG

- Acquisition of Acquisition of allall shares in subsidiary companies, followed by shares in subsidiary companies, followed by- Setting up SE together with Italian insurance company RAS Setting up SE together with Italian insurance company RAS

which had been acquired as wellwhich had been acquired as well- All existing All existing subsidiary companiessubsidiary companies transformed to transformed to dependent dependent

branchesbranches

Leading motiveLeading motive

- - Abolish supervision in Abolish supervision in each MSeach MS where a subsidiary resides where a subsidiary resides - Exclusive supervision by the financial and banking authority - Exclusive supervision by the financial and banking authority

(‘Basel II’) where SE itself resides (covering dependent (‘Basel II’) where SE itself resides (covering dependent branches as wellbranches as well))

- Source: Source: Dr. S.F.G. Rammeloo December 2009Dr. S.F.G. Rammeloo December 2009, , European Company LawEuropean Company Law(3) EU Law Business formats EEIG; SE; (future) SPE(3) EU Law Business formats EEIG; SE; (future) SPE

SPESPE

Idea: Idea: Jeanne Bouchourevliev: ‘Pour Jeanne Bouchourevliev: ‘Pour une Sune Sààrl Européenne’ (1973)rl Européenne’ (1973)

Conference “Pour un societe fermConference “Pour un societe ferméée e europeuropééenne”enne” 19971997

Commission public consultation 2007Commission public consultation 2007 Commission Proposal 2008Commission Proposal 2008 European Parliament procedure by European Parliament procedure by

March 2009March 2009

SPE - BackgroundSPE - Background

SME’sSME’s Compared to SE:Compared to SE:

Minimum capitalMinimum capital Creation Creation ab initioab initio National rules onNational rules on private companies private companies SE - SE - europeaneuropean company? company? Contractural natureContractural nature No cross-border elementNo cross-border element

SPE – Proposal SPE – Proposal

Same, simple, flexible company law provisions across the Member States

Psyhological effect Right to move across internal

market – change of registered office

SPE – General provisions SPE – General provisions

Legal basis: Art. 352 – unanimityLegal basis: Art. 352 – unanimity The SPE is a company having legal

personality and share capital, but not able to offer publicly its shares

It may be set up by one or more founders, natural persons and/or companies or firms under Article 54 of the EC Treaty. In addition, an SE, an SCE, EEIG or SPE may also take part in the formation of an SPE.

SPE – Applicable rulesSPE – Applicable rules An SPE is governed by the directly applicable

mandatory provisions of the Regulation. These rules facilitate the formation and ensure the necessary uniformity of the SPE in the EU.

The internal organization of the SPE, is to be regulated in the articles of association Party autonomy (no dispositive rules) The articles of association of an SPE shall The articles of association of an SPE shall

regulate at least the followingregulate at least the following: : foundation, shares, capital and organisation

In matters covered by the SPE Statute, national company law is only relevant where specified by the Regulation (directors’ duties).

SPE – Basic rulesSPE – Basic rules

Minimum capital 1 (8000) euroMinimum capital 1 (8000) euro Creation Creation ex nihiloex nihilo, transformation, , transformation,

division, mergerdivision, merger Registered office might be different Registered office might be different

from real office – possiblities to from real office – possiblities to change change registered office registered office with change with change of applicable law and without of applicable law and without dissolutiondissolution

SPE – Internal SPE – Internal organizationorganization

The articles determine the management structure of the SPE: Single director or several directors, One-tier board system or Two-tier board system Directors duties and liabilities (much improved than SE)

Secondary application of the national provisions of applicable law

GM possible, but not necessary as an independent organ (obligatory decisions by shareholders through other mechanism)

R. Drury defines:R. Drury defines: - ‘management managed - ‘management managed SPE’SPE’

- ‘shareholder managed SPE’- ‘shareholder managed SPE’

SPE – Employee SPE – Employee representationrepresentation

Modeled by the rules of the Cross-Modeled by the rules of the Cross-border Mergers Directiveborder Mergers Directive

European Parliament: change of European Parliament: change of certain provisionscertain provisions

Same “before and after” approachSame “before and after” approach Employee participation less important Employee participation less important

– SME’s usually don’t have obligatory – SME’s usually don’t have obligatory rules on employee representation rules on employee representation (exception Denmark, Sweeden)(exception Denmark, Sweeden)

SUPSUP

Statistical data: there are around 21 Statistical data: there are around 21 million SME’s in the EU, approx. 12 million SME’s in the EU, approx. 12 million limited liability companies, million limited liability companies, and around half of them 5,2 million and around half of them 5,2 million are single-member private limited are single-member private limited liability companies.liability companies.

SUPSUP

Proposal for a Directive of the Proposal for a Directive of the European Parliament and of the European Parliament and of the Council on single-member private Council on single-member private limited liability companieslimited liability companies (2014) (2014)

SOCIETAS UNIUS PERSONAE SOCIETAS UNIUS PERSONAE (SUP)(SUP) IInstead of SPEnstead of SPE To repeal (12th) Company law Directive To repeal (12th) Company law Directive

on single-member companieson single-member companies

SUPSUP

General provisions on single member General provisions on single member limited liability company (same as limited liability company (same as 12th Company Law Directive)12th Company Law Directive)

SUP specific rulesSUP specific rules Formation:Formation:

EEx nihilo or conversion by legal continuityx nihilo or conversion by legal continuity GGoverned by natuional rules for private overned by natuional rules for private

limited liability companieslimited liability companies BBy natural or legal personsy natural or legal persons

SUPSUP

Articles of associationArticles of association SStandard templatetandard template

OObligatory in the caso of on-line registrationbligatory in the caso of on-line registration

Registration on an SUPRegistration on an SUP PPossibility of registration on line (to be ossibility of registration on line (to be

fully completed electronically)fully completed electronically) WWithin 3 working daysithin 3 working days EExhaustive list of documents (maximum xhaustive list of documents (maximum

requirements for MS)requirements for MS)

SUPSUP

SSiingle sharengle share Share capitalShare capital

at least 1 EUR (or national currency)at least 1 EUR (or national currency) Distributions;Distributions;

BBalance-sheet testalance-sheet test SSolvency statementolvency statement

SUPSUP

StructureStructure DDecisions withoug GMecisions withoug GM DirectorsDirectors

Responsibility for unlawful distributions Responsibility for unlawful distributions (duty of care) including de facto directors(duty of care) including de facto directors

De facto directors but no wrongful trading De facto directors but no wrongful trading provisionsprovisions

RRight to give instructions by members to ight to give instructions by members to management bodymanagement body

EEspecially important for groups of companiesspecially important for groups of companies

SUPSUP

Structural changesStructural changes CConversion including national formsonversion including national forms

Case studyCase studyCar producing industries join forces in order to survive in a Car producing industries join forces in order to survive in a globalizing world. To that end, lorry producer globalizing world. To that end, lorry producer PlovdivPlovdiv, a public , a public limited company registered and having headquarters in Bulgaria, limited company registered and having headquarters in Bulgaria, enters into negotiation with truck producer enters into negotiation with truck producer Cel MarulCel Marul, a public , a public limited company registered and having headquarters in Rumania, limited company registered and having headquarters in Rumania, with a view to accomplishing a cross-border merger. Opinions differ with a view to accomplishing a cross-border merger. Opinions differ in respect of the question whether after the merger has been in respect of the question whether after the merger has been accomplished either of both companies should remain, or whether the accomplished either of both companies should remain, or whether the amalgamation of the two companies should result in a ‘new’ amalgamation of the two companies should result in a ‘new’ company.company.

(a) Suppose that the outcome of the negotiations would be as such (a) Suppose that the outcome of the negotiations would be as such that pursuant to the merger that pursuant to the merger PlovdivPlovdiv limited company would have to limited company would have to be the sole remaining company, what would you suggest to be an be the sole remaining company, what would you suggest to be an option from EC law point of view? Does, perhaps, more than one option from EC law point of view? Does, perhaps, more than one option exist?option exist?

(b) Suppose that the Rumanians fear for a dominant position of (b) Suppose that the Rumanians fear for a dominant position of PlovdivPlovdiv plc. What, in order to create more balance between the two plc. What, in order to create more balance between the two merging companies, would be an alternative way to merge?merging companies, would be an alternative way to merge?

- Source: Source: Dr. S.F.G. Rammeloo December 2009Dr. S.F.G. Rammeloo December 2009, , European Company LawEuropean Company Law ( (3) EU Law 3) EU Law Business formats EEIG; SE; (future) SPEBusiness formats EEIG; SE; (future) SPE

Reading materialsReading materials Obligatory readingObligatory reading

Dorresteijn/Monteiro/Teichmann/Werlauff “European Corporate Law”Dorresteijn/Monteiro/Teichmann/Werlauff “European Corporate Law” Further readingFurther reading

Abraham, M., Pascal, E. »La SE: le regime juridique fixe par les textes Abraham, M., Pascal, E. »La SE: le regime juridique fixe par les textes communautaires«, PA, 27 mai 2004, no. 106communautaires«, PA, 27 mai 2004, no. 106

Aitken, Morgan »Aitken, Morgan »Societas Europaea: is tax an incentive or a barrier?”, European Societas Europaea: is tax an incentive or a barrier?”, European Business Review, 6/04Business Review, 6/04

Avagianou, A. „The SE Statute“, Avagianou, A. „The SE Statute“, ELSA Selected Papers on European Law 2002 (2), ELSA Selected Papers on European Law 2002 (2), http://www.elsa.org/publications/spel_02_2.htmlhttp://www.elsa.org/publications/spel_02_2.html

Bartman, Steef »Editorial: The SPE Revolution«, Volume 5, Issue 6, December Bartman, Steef »Editorial: The SPE Revolution«, Volume 5, Issue 6, December 2008.2008.

de Kluiver, H-J., “Editorial: (Re)Considering the SPE”, European Company law, de Kluiver, H-J., “Editorial: (Re)Considering the SPE”, European Company law, vol. 5, issue 3, June 2008 vol. 5, issue 3, June 2008

di Luigi, C. »An invasive top-down harmonisation or a respectful framework model di Luigi, C. »An invasive top-down harmonisation or a respectful framework model of national laws? A critique of the SE«, International Company and Commercial of national laws? A critique of the SE«, International Company and Commercial Law Review, vol. 19, issue 2, 2008.Law Review, vol. 19, issue 2, 2008.

Drury, R. »A European Private Company?«, International and Comparative Drury, R. »A European Private Company?«, International and Comparative Corporate Law Journal, vol. 3, issue 2, 2001Corporate Law Journal, vol. 3, issue 2, 2001

Drury, R. »The European Private Company«, EBOLR, 9. 2008Drury, R. »The European Private Company«, EBOLR, 9. 2008 Ebke, W. »Ebke, W. »Die Europäische Aktiengesellschaft ist da - und jetzt?Die Europäische Aktiengesellschaft ist da - und jetzt?

Die SE muss sich auf dem "Markt der Gesellschaftsrechtsordnungen" Die SE muss sich auf dem "Markt der Gesellschaftsrechtsordnungen" durchsetzen“, Europäisches Wirtschafts- und Steuerrecht, Heft 01/2002durchsetzen“, Europäisches Wirtschafts- und Steuerrecht, Heft 01/2002

Edwards, V. „The European Company – Essential tool or eviscerated dream?“, Edwards, V. „The European Company – Essential tool or eviscerated dream?“, Common Market Law Review, 2003Common Market Law Review, 2003

Reading materialsReading materials Eidenmuller, Engert, Hornuf « The SE as a Vehicle for Eidenmuller, Engert, Hornuf « The SE as a Vehicle for

Legal Arbitrage », EBOLR, 2009Legal Arbitrage », EBOLR, 2009 Garcia-Riestra “The transfer of seat of the European Garcia-Riestra “The transfer of seat of the European

Company v free establishment case-law”, European Company v free establishment case-law”, European Business Law Review, 6/04Business Law Review, 6/04

Menjucq « French interpretations and strategies about Menjucq « French interpretations and strategies about the European Company”, European Business Law the European Company”, European Business Law Review, 6/04Review, 6/04

Rose, C. „The New Corporate Vehicle Societas European: Rose, C. „The New Corporate Vehicle Societas European: consequences for European corporate governance“, consequences for European corporate governance“, Corporate Governance, Vol. 15, Number 2, March 2007 Corporate Governance, Vol. 15, Number 2, March 2007

Skoie Morkve C. »The SE in Scandinavia«, European Skoie Morkve C. »The SE in Scandinavia«, European Business Law Review, 2/05Business Law Review, 2/05

Werlauff « The SE Company”, European Business Law Werlauff « The SE Company”, European Business Law Review 1/03Review 1/03