On European Companies in Private International Law

This book was originally published by Claeys and Casteels, now formally part of Edward Elgar Publishing.



Currently nobody doubts a significant role of corporations, being not only a primary legal and social, but also economic form of involvement of the multitude as one party in civil and business turnover traditionally presenting high risks. And it is true that the European Union has long fixed its eyes on perspectives of its economic and political rise, which may also be stimulated by support of the cross-border activity of corporations suited to the dimensions of the Single Market. As may be read between the lines of numerous legal acts of the European Union, the dynamic and ever-increasing Single Market requires rational legal forms, models and institutions to be introduced by the relevant legal instruments. One of these instruments is the Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (Societas Europaea or SE).



In line with a new concept of a legal person to be freed from subjection solely to the national legislation of the Member States, it gives rise to a separate subject of law, which is a European company (SE). By means of direct application throughout Europe leaving aside a problem of transposition of the European Union rules into the national law of the Member States, this act is drafted to pave the way for the legal certainty in carrying out a cross-border corporate activity and its restructuring based on a new legal framework, ensuring continuity of the corporate existence. But has the Council of the European Union given the nationals of the European Union the legal form that was expected and desired? How does the legal status of a European company differ from the one indigenous to a national corporation, composed initially of the very same persons? Are there changes in private international law regulation with respect to the formal enlargement of the definition of a corporation inherent to this legal act?



Finally, does the enactment of this Council Regulation mean that national corporate law was fully discovered and exploited, and that the idea of a national corporation will soon perish? This book provides the answer to these and other issues.