The European Company - all over Europe: A state-by-state account of the introduction of the European Company

Front Cover
Krzysztof Oplustil, Christoph Teichmann
Walter de Gruyter, Dec 17, 2012 - Law - 427 pages

On 8 October 2004, the Council Regulation (EC) No. 2157/2001 on the Statute for the European Company (SE) will enter into force. In order to make the SE a functional instrument for entrepreneurs and investors, as well as to ensure the effective application of European law, it is necessary to pass national implementation measures by then. National legislators have the opportunity as well as the challenge to shape, in some respect, a national model of the SE which would be attractive for investors and would influence their decision as to where the company be located. Thus, the coming into force of the SE-Regulation will also give "the starting shot" for the competition between national legislators with regard to the law of the European Company.

The aim of the present book is to provide the first indications in those national regulations specifically concerning the SE. Although no national law has so far been finally adopted, the first legislative steps have already been taken in many Member States and first drafts have been published. These drafts are presented in the book by the national experts. Moreover, the authors from Member States where no official drafts so far exist, express their personal reflections on how the specific regulations of national law would and should look. Given the fact that in October 2004, when the SE-Regulation comes into force, the European Union will be enlarged by 10 new Member States, the reports cover also some of them, i.e. Poland, Hungary and the Czech Republic.

 

Contents

II Formation of a European Company
160
III Management system of the European Company
162
IV Transfer of seat registered office
163
V Involvement of employees
165
Italy
169
II The formation of an SE
173
III Management systems of the European Company
182
IV Transfer of the registered office
193

IV Transfer of seat
38
V Involvement of employees
43
VI Conclusion
44
Czech Republic
46
II The formation of the SE in the Czech Republic
49
III Transfer of the seat of the SE from the Czech Republic
60
V Employee involvement in the SE
64
Denmark
72
II Formation of an SE in Denmark
73
III Transfer of the registered office of an SE
74
V Involvement of employees in a Danish SE
75
France
77
II French company law and the SE
83
III Formation of an SE
87
IV Management System
99
V General meeting
102
VI Transfer of seat
103
VII Involvement of employees
104
VIII Fiscal issues
105
Germany
107
I Introduction
109
II Formation of an SE
110
III Structure of the SE
118
IV Transfer of registered office
127
V Involvement of employees
129
Greece
132
II Formation of a European Company
133
III Management system of the European Company the organs of the SE
135
IV Transfer of seat registered office
137
V Involvement of employees
138
Hungary
139
II Formation of an SE
140
III Protection of minority shareholders and creditors
149
IV Management and supervision
152
V Employees codetermination
155
VI Conclusion
156
Ireland
157
V Involvement of employees in the SE
197
The Netherlands
200
II Formation
201
III Board Structure
214
IV Transfer of seat
227
V Involvement of employees
234
VI Conclusion
245
Poland
246
I The Societas Europaea in relation to other limited companies in the Polish legal system
247
II General provisions
248
III Formation of an SE
254
IV Structure of the SE
258
V Implementation of the Directive on the involvement of employees
264
Portugal
269
II General information on Portuguese company law
270
III The organs of the sociedades anónimas
271
IV Some specific aspects of Portuguese law on sociedades anónimas relevant for the Regulation purposes
272
V The involvement of employees in Portuguese law
278
Spain
279
II Formation of a European Company
281
III Structure of the SE
286
IV Transfer of seat
290
V Involvement of employees
291
Sweden
293
II The formation of an SE
295
III Transfer of the registered office
301
IV The structure of the SE
304
V The participation of employees in the SE
308
United Kingdom
316
II Plans for implementation of the European Company Statute in Great Britain
317
IV Employee involvement provisions
321
V Costs and benefits
324
Employee Participation in Company Organs of Public LimitedLiability Companies
329
Council Regulation EC NO 21572001 of 8 october 2001 on the Statute for a European Company SE
331
Council Directive 200186EC of 8 october 2001 supplementing the Statute for a European Company with regard to the involvement of employees
365
Key elements of national implementation measures
384
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About the author (2012)

Dr. Krzysztof Oplustil, Jagiellonen-University of Krakow, Poland.

Dr. Christoph Teichmann, Ruprecht-Karls-Universität Heidelberg, Germany.

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