1. Cross-Border Mobility in European Company Law
Prof. Dr. Christoph Teichmann
Julius-Maximilians-Universität Würzburg

2. Making use of national company law
Ltd.
(1) Choice of applicable company law: foundation of a company abroad
(3) Result: Application of English company law for activity in Germany
(2) Freedom of establishment: establishing headquarter in home country 2

3. Making use of national company lawAG
GmbH
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. 3

4. (1) Based on 10th European company law directive
Cross-border merger
Ltd.
GmbH
(1) Based on 10th European company law directive
(2) Assets of the transfering company will be taken over by the absorbing company
(3) Result: Change into a national company of another jurisdiction. 4

5. 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

7. The reality of the common market

8. 80 employees (in Germany)
Surface treatment technology: metal cleaning, electroplating
1993 – Unilever spin-off (management by-out)
Headquarter in Southern Germany
2009 –
80 employees (in Germany)
42 % of turnover outside Germany
23 subsidiaries in other countries

9. United Kingdom Denmark Poland Netherlands Czech Republic France
Slovakia
Romania
Spain
Italy
Austria
Slovenia
Portugal
Greece 9

10. The European Private Company
 as complete as possible
European Regulation +
Articles of Association
Contractual freedom for the internal affairs
Only few references to national law.
The European Private Company
(or: Societas Privata Europaea – SPE)

11. SPE
SPE
SPE
SPE
SPE
SPE
SPE
SPE
SPE
SPE
SPE
SPE
SPE
SPE 11

12. The European Private Company
Proposal by European Commission (2008)
Compromise proposal by Swedish presidency (Dec. 2009)
Remaining issues:
Minimum capital (8,000 €) ?
Negotiations with employees (if more than 500)?
Separation of registered office and headquarter in different member states?

13. Conclusion
SPE