Author Topic: AG vs. SE (European corporate structures)  (Read 5044 times)

Jack

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AG vs. SE (European corporate structures)
« on: March 23, 2016, 08:03:30 AM »
The holding company that owns my employer was formerly an "Aktiengesellschaft" and has recently become a "Societas Europaea." Briefly, are there any important differences (that either investors or employees would care about) other than that the former is defined by German law and the latter is defined by EU law?

cerat0n1a

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Re: AG vs. SE (European corporate structures)
« Reply #1 on: March 23, 2016, 03:30:57 PM »
Can't think of anything that would affect you as an American. The AG structure has a load of requirements in terms of worker/trade union representation on the supervisory board (typically 50% employee, 50% shareholder). The SE structure & relevant laws look very similar to AG, but allows/requires equivalent employee work council representation from across European rather than just German employees. For shareholders, there's basically no real difference. In theory there are advantages to not having to worry about ~30 different lots of European company laws, in practice, AFAICT it has made no difference.

Mr FrugalNL

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Re: AG vs. SE (European corporate structures)
« Reply #2 on: March 23, 2016, 03:54:24 PM »
The holding company that owns my employer was formerly an "Aktiengesellschaft" and has recently become a "Societas Europaea." Briefly, are there any important differences (that either investors or employees would care about) other than that the former is defined by German law and the latter is defined by EU law?

You're mostly right about the bolded part, but not entirey. The Societas Europae is not governed just by EU law, but also by national law. The upshot of this is that there are as many varieties of SE as there are EU member states. Makes you wonder why they even bothered, given that the whole point of this legal form was to promote legal unity.

'The  SE  status  has  been  sharply  criticised  as  relying  excessively  on  national legislations,  therefore  undermining  the  European  character  of  the  company  and leading to a possible ‘race to the bottom’ in legislations of the Member States. It is true that the SE Statute only covers classic areas of company law and still refers to  the  law  of  the  state  of  registration  for  the  non-regulated  subjects.  Moreover,  national  law  is  made  primarily  applicable  to  areas  of  accounts,  dissolution, liquidation  and  insolvency.'
http://epublications.bond.edu.au/cgi/viewcontent.cgi?article=1246&context=blr (page 30)

That little caveat aside, corporate law's not my strongsuit so I'll leave let those more knowledgeable than me get on with it.