The European company, perspectives after Brexit

• Author: Ovidiu Ioan Dumitru
• Position: Lecturer
• Pages: 134-146

The European company, perspectives after Brexit

Lecturer Ovidiu Ioan DUMITRU1

Abstract

The history of the companies has proven to all of us that this area may have a

dynamic similar to the most energetic ones in life. The human societies have changed and

developed and together with them the companies were forced to adapt themselves in order

to exist and to function over the times. The creation of the European Union brought probably

the biggest changes is these fields and the European countries, now member states, have

adapted their judicial system in order to have a more uniform and harmonized system. The

degree of this status quo, with the rich and eventful historical, cultural and political

background is highly debatable and very subjective. With the desire to build a common

market, to increase trade and welfare, one of the most significant challenge was the creation

of an European company (known also as Societas Europea or SE). The purpose of this paper

is to analyze the evolution of the European company and to present a perspective of it after

the new evolutions in EU, mainly BREXIT. Using a comparative method on the main issues

that were solved or not by the creation of the European company, the article tries to show

the clash of business cultures, especially British and German ones, which affected the

evolution of the entire European corporate legislation. The conclusions are guided mainly

by the future possible evolution of the provisions regarding the European company after one

of the strongest business cultures, namely the British one, will withdraw from the continuous

fight that kept the development business forms more in the hands of the member states and

less in the ones of an harmonized European structure.

Keywords: European company, Societas Europea, Brexit, European Company Law,

Corporate Governance, Boards, Shareholders, Freedom of Establishment,

JEL Classification: K22, K33.

1. Creation of the European Company, a long struggle for a weak

unified form

The history of the European Company starts many years ago, in 1897, in

Italy, in the academic area as a concept of an international company with its own

single statute. The proposal came from the professor Fedozzi, a theoretical concept

that was placed only partially in practice after the First World War, when

”Eurofima”, a company dealing with the development of railways, was created by

Berne Convention from 1955.2

1 Ovidiu Ioan Dumitru – Department of Law, Bucharest University of Economic Studies, Romania,

ovidiu.dumitru@cig.ase.ro.

2 Karol Linmondin, The European Company (Societas Europaea) - A Successful Harmonisation of

Corporate Governance in the European Union?, The Bond Review, Vol. 15, Comparative Corporate

Governance, 2003 , p. 150.