The Societas Europaea in the light of freedom of establishment, jurisdictional arbitrage and regulatory competition

Abstract

This dissertation discusses the European Company (Societas Europaea) in the light of freedom of establishment, jurisdictional arbitrage and regulatory competition. It will be examined, to which extent the European Company influences these three concepts and eventually what relationship they have to each other. In particular, the dissertation discusses if the European Company Statute is really strengthening the fundamental freedom of establishment, as it was inter alia an objective of the European Commission, or if even parts of the SE Regulation are incompatible with Article 49 of the Treaty for the functioning of the European Union. By that issues like the obligatory connection between the registered office and the head office are discussed and how this has to be seen in the light of globalisation and digitalisation as well as in the light of the freedom of establishment. Furthermore, this dissertation examines to what extent the European Company Statute can be used as a vehicle of jurisdictional arbitrage and in particular to what extent it is a viable means to circumvent the German laws on worker-codetermination. In particular, the dissertation discusses which safeguards are implemented in the SE statute to prevent jurisdictional arbitrage and in which cases they are successful and in which cases they are not successful. Eventually, the dissertation examines the phenomenon of regulatory competition concerning the European Company and tries to give a prospect to the upcoming so called “Brexit” and its possible impact on the popularity of the European Company Statute. Furthermore, it will discuss, if phenomena like jurisdictional arbitrage and regulatory competition are able to improve the European company law or if these are per se to be deemed negative.