Introduction

You have just started reading a book on a subject which, for around 35 years, was largely academic, as could even be seen from its Latin name: the Societas Europaea. Now it is no longer academic, but will it be a real opportunity for you? Let me give you my answer to this question upfront: it may be, depending on your requirements and your willingness to pay a price in the form of a considerable degree of legal uncertainty.

The concept of the SE and shortcomings of national laws

It also depends on your expectations. If these are the same as those of the initial drafters of the Statute for a European Company, you will certainly be disappointed. The original concept of the SE was a truly European company governed by a single set of rules, irrespective of where its seat was located, and having the freedom to move from one EU Member State to another without being bothered by the traditional obstacles faced by companies subject to national law. I will come back to the issue of asingle set of rules later. But first, I will focus on the principal benefit expected from the SE: cross-border mobility. In order to assess the value of this benefit, it is appropriate to begin by considering the situation where there was no SE.

Cross-border mobility under national law

On several occasions, businesspeople have expressed regret that there was no EU-wide corporate form available for a cross-border restructuring by way of Merger. Consider a scenario in which there are two companies of similar size and economic importance, each located in a different Member State, whose businesses are already more or less integrated. They could, however, be managed more efficiently and raise capital more easily if they were a single company.