This book deals with the Proposal for a Council Regulation on the Statute for a European Private Company (Societas Privata Europaea, SPE) as put forward by the European Commission in the summer of 2008. It adds to the comments already made in the legal literature by dealing with key aspects of the SPE Proposal in an extensive way and by including, where relevant, the amendments adopted by the European Parliament in March 2009.
The contributors to the book are professional and academic specialists within the Ius Commune network (www.iuscommune.eu). They analyse the need for the SPE, the role of private international law, the main issues related to the formation of the SPE and to its shares, the expulsion and withdrawal of shareholders, the provisions concerning the capital of the SPE, the internal organisation, the ‘voice’ rights of shareholders, the duties and liabilities of the SPE's directors, the issue of employee participation, the transfer of the registered office of the SPE and corporate restructuring mechanisms like transformations, mergers and divisions.
The book aims to contribute to the debate on the characteristics of the SPE and to how this legal form can best be implemented within the context of national law. The latter is illustrated by including a Dutch perspective of the various issues dealt with. The practical approach by the authors of the various topics addressed in the book makes it useful for practitioners as well as academics.
About this book
‘[…]an impressive oversight of both European, comparative and foreign law issues. […] the book is very helpful for understanding the legislative procedure of the SPE Regulation and will contribute to the broader discussion around European company law. If and when the Regulation is adopted, it is hoped that this book will see a second edition.’
Wolf-Georg Ringe in E.L.Rev. (2010) 899.
The SPE: A Necessary Tool for SMES? (p. 1)
Matters Related to Private International Law (p. 31)
Formation (p. 45)
Shares (p. 57)
Legal Capital and Creditor Protection – Some Comparative Remarks (p. 81)
Internal Organisation (p. 103)
Employee Participation (p. 159)
Transferring the Registered Office (p. 175)
Restructuring, Dissolution and Nullity (p. 197)
Bibliography (p. 215)
Annex 1: Proposal for a Council Regulation of 25 June 2008 (p. 229)
Annex 2: European Parliament Legislative Resolution of 10 March 2009 (p. 257)
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The ‘Ius Commune Europaeum’ series focuses on the common foundations of the legal systems of the Member States of the European Union. It includes horizontal comparative legal studies as well as studies on the effect of EU law, treaties and international regulation within the national legal systems. All substantive fields of law are covered.
The series is published under the auspices of METRO, the Institute for Transnational Legal Research at the Maastricht University.
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Prof. Dr. J. Smits (chair - Tilburg University, the Netherlands)
Prof. Dr. M. Faure (Maastricht University and Erasmus University Rotterdam, the Netherlands)
Prof. Dr. E. Vos (Maastricht University, the Netherlands).