Experience with the SE in Germany

Utrecht Law Review, Vol. 4, No. 1, pp. 22-33, March 2008

12 Pages Posted: 2 Apr 2008

See all articles by Jochem Reichert

Jochem Reichert

affiliation not provided to SSRN

Abstract

A rather significant proportion of the Societas Europaeas (the European Company, or SE) formed to date have had German roots. German corporate law has been enriched by an interesting alternative which meanwhile seems to have gained momentum. This contribution focuses on SEs incorporated by German entrepreneurs and provides an interesting account concerning the use of SEs in Germany in practice, such as Allianz, Fresenius, BASF and Porsche. Has the SE been used to circumvent rigid company law provisions or is it a more flexible and effective tool, perhaps, for company mobility? The practical motives behind setting up this company form are also reflected upon. These include: the facilitation of cross-border mergers; transfer of the registered office; the 'European' image; a more flexible form of co-determination in large companies (reduction of the number of supervisory board members); avoidance and freezing of co-determination for medium-sized enterprises; the appeal of the one-tier system and its endangerment by German co-determination; and flat and uniform structures for company groups. The author also briefly discusses some of the problems arising from the formation of SEs in Germany. He ultimately concludes that practice has shown that it is possible to work with the legal regime of the SE in Germany, which adds a new company form to those available in that Member State.

Keywords: Societas Europaea, European Company, board structure, co-determination, EU company law

Suggested Citation

Reichert, Jochem, Experience with the SE in Germany. Utrecht Law Review, Vol. 4, No. 1, pp. 22-33, March 2008, Available at SSRN: https://ssrn.com/abstract=1114782

Utrecht Law Review Submitter (Contact Author)

Willem Pompe Institute of Criminal Law and Criminology ( email )

Janskerkhof 3
Utrecht, 3512 BK
Netherlands

Jochem Reichert

affiliation not provided to SSRN ( email )

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