European company forms: EEIG, SE, SPE proposal. Doc dr Tatjana Jevremović Petrović. European company forms. Competition reasons, psyhological reasons, uniformity of company law, different national laws ... Harmonization by Directives
Doc dr Tatjana Jevremović Petrović
EEIG has the capacity, name, rights and obligations of all kinds, right to make contracts or accomplish other legal acts, and to sue and be sued.
Member States shall determine whether or not EEIG has legal personality.
Main purpose of a EEIG is to facilitate or develop the economic activities of its members and to improve or increase the results of those activities.
Its purpose is not to make profits for itself.
Unlimited joint and several liability of members for all transactions in name and on behalf of EEIG
- The 1975 Proposal contained detailed provisions on (corporate governance) remuneration, responsibilities, conflicting interests, insider trading, and even investigation procedure initiated by minority shareholders;
- The 2001 SE Regulation is relatively ‘poor’, as it is restricted to certain matters only
Example - Allianz Versicherungen AG
- Abolish supervision in each MS where a subsidiary resides
- Exclusive supervision by the financial and banking authority (‘Basel II’) where SE itself resides (covering dependent branches as well)
R. Drury defines: - ‘management managed SPE’
- ‘shareholder managed SPE’
Car producing industries join forces in order to survive in a globalizing world. To that end, lorry producer Plovdiv, a public limited company registered and having headquarters in Bulgaria, enters into negotiation with truck producer Cel Marul, a public limited company registered and having headquarters in Rumania, with a view to accomplishing a cross-border merger. Opinions differ in respect of the question whether after the merger has been accomplished either of both companies should remain, or whether the amalgamation of the two companies should result in a ‘new’ company.