prof. dr. christoph teichmann julius-maximilians-universität würzburg
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Cross- Border Mobility in European Company Law. Prof. Dr. Christoph Teichmann Julius-Maximilians-Universität Würzburg. Making use of national company law. Ltd. (1) Choice of applicable company law : foundation of a company abroad. - PowerPoint PPT PresentationTRANSCRIPT
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
AustriaPortugal
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)
SPE
SPE
SPE
SPE
SPE
SPE
SPE
SPESPE
SPE
SPE
SPE
SPE
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?
Conclusion
SPE