The European company : analysis, implementation and effects thereof

Abstract

The European Company or Societas Europaea, a concept which was proposed some forty years ago with the aim of facilitating inter-state company mobility, is instrumental in bringing the EU a step closer in the right direction to the realisation of the internal market. The SE constitutes a milestone in the Union's efforts to further unify an ever evolving Europe. As from gth October, 2004, national compames from across the EU can opt to restructure their businesses on a pan-European level through the formation of a European Company. Council Regulation 2157/2001 on the Statute for a European Company facilitates the cross-border mergers of public limited liability companies and the transfer of the European Company's registered office. This thesis analyses comparatively and critically the European Company Regulation and the Directive supplementing it with the Cross-Border Merger Directive, the proposed Fifth and Fourteenth Directives and the Statute for a European Private Company. Coucil Directive 2001/86/EC, which is applied concomitantly with the European Company Regulation, sets the guidelines for employee involvement within the Societas Europaea. Employee information and consultation rights are mandatory within the European Company, whereas board-level employee participation rights are optional. The said Directive, however, provides Standard Rules which ensure a minimum of employee involvement within the European Company, preserving existing involvement rights rather than introducing them where they did not previously exist. Ample reference is made to Member State's national laws, including Malta, and to what extent, if at all, the Member States have transposed the Directive under review. Noteworthy is a case-study of various established European Companies, including the individual solutions found by such Companies regarding employee involvement rights. However, the concept of European Company is still in its infancy and has to be further developed through case-law.