The European Company (Societas Europaea) as a new corporate vehicle

Abstract

In this thesis, the author seeks to analyse the initiatives, mainly of the Commission in creating a supranational company law regime for the setting up companies which are to operate on a transnational basis within the Community. The laws relevant to the SE are analysed in detail and the manner in which these rules will be applied is explained. Essentially, the first chapter focuses on the developments pertaining to the European Company Statute from the day of its inception in 1970 to the present draft, which, with much anticipation, is expected to be adopted in 2001. It is a fact that much of the obstacles faced by the ECS were particularly concerned with the structure of the managing board of the SE and the role of workers in the company. Other stumbling blocks ranged from the issue of taxation to freedom of establishment and change of seat. The chapters dealing with these problems do not only present a thorough exposition of the proposed Statute as it stands presently but also identify ideas and forces that have influenced the development of the draft as it stands today. The author also seeks to explain the effect which the proposed Statute is likely to have on the behaviour of corporations throughout Europe and whether, after all, the policies which the Statute seeks to implement are desirable both socially and economically. The question which is posed is whether the Statute for the creation of this new corporate entity is the best method of achieving the most efficient level of corporate harmonisation throughout the EU and whether, after all, such instrument is still necessary to achieve such coordination. Having regard to all the social stumbling blocks regarding the employee participation issue and the divergent rules governing the board of directors in the SE, will such company be resorted to, or will Member States shun away from it? Have Member States, throughout these years, still achieved transnational co-operation without having to resort to the European Company at all? Will the European Company facilitate matters or will it render cross-border co-operation more cumbersome? Lastly the author analyses whether the present proposal, in its diluted form, will after all, lead to the benefits envisaged for the SE by the founding fathers. The European Company was a vision dreamt by those who believed in a single Europe regulated by a single body of laws. The European Company Statute no longer fits that description, thus, one wonders what role the S ocietas Europaea has to play in this day and age.