Societas Europaea : an analysis of the law and outcome of its original objectives from a Maltese perspective

Abstract

The Societas Europaea, also known as the European Company, is a relatively new corporate form available to certain companies in the EU wishing to restructure and capitalise on its perceived benefits within a European business environment.

The research studies the objectives of the Societas Europaea together with the resultant provisions of its enabling legislation to determine whether the objectives have been reached and establish how far the Societas Europaea is or has been a viable option as a corporate vehicle in the Maltese context. The research also determines whether companies stand to benefit more from Maltese company law applicable to public companies than from the legislation governing the Societas Europaea. The research reviews the salient provisions of the SE regime and focuses on the impact that the European Company has had.

The resultant legislation of the Societas Europaea was not as was initially intended. Some of the original objectives of the European Commission were not all clearly embodied, thus leaving room for improvement. However, given that unanimity of all the member states was necessary and eventually procured in order for the legislation on the European Company to be enacted, it is safe to say that the SE Regulation has laid out the ground work for an ‘ideal’ EU corporate form.

The Societas Europaea has become a vehicle with a European dimension with particular advantages over national law, such as the possibility to transfer the registered office. Inversely, in certain situations the requirements for a Societas Europaea are rather cumbersome and Maltese domestic company law retains a solid lead. Despite the fact that the potential of the Societas Europaea may have been adversely affected by the greater appeal of other EU legislation, notably the Cross Border Merger Directive, it has fared fairly well in some jurisdictions, though much less so in others, Malta in particular.

Recommendations are made with a view to strengthening and improving the legislative framework surrounding the Societas Europaea with the intent of promoting and boosting the Societas Europaea as an attractive and increasingly viable corporate form.