Local view for "http://purl.org/linkedpolitics/eu/plenary/2001-09-03-Speech-1-068"
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"en.20010903.6.1-068"2
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".
Madam President, ladies and gentlemen, the idea of creating a European form of company obeying the same supranational rules in all Member States is almost as old as the European Union itself. The
(SE) is the flagship of European company law. The academic foundations were laid in the late 1950s. In 1970, the Commission submitted a proposal for a regulation on the statute of an SE. It contained uniform law down to the last detail.
In 1989, the Commission submitted an entirely new proposal for a regulation which excluded social and labour law, fiscal law, law on competition, protection of industrial property rights, insolvency law and industrial constitution law. Finally in Nice, political agreement was reached on a Council regulation on the statute and on a directive on worker participation.
As regards the legal base: the 1989 proposal was based on the present Article 95 which establishes the right of co-decision. The Nice proposals are based on Article 308 whereby Parliament would simply be consulted. Article 95 is just as appropriate a legal base for the regulation as Article 308. For the purposes of democratic legitimacy – and in line with decisions of the Court of Justice – the legal base giving Parliament most say should be chosen in such a case. Consequently, Parliament reserves the right, following adoption by the Council, to bring a case before the Court to examine the legal base.
As regards the regulation: pursuant to Articles 2 and 3, there are different ways in which an SE can be established. The capital of the SE must be at least EUR 120 000. There are two different systems of managing limited liability companies under the company law of the Member States. The 'single' system in Britain, for example, provides solely for an administrative body. The 'dual' system, applicable in Germany, for example, provides for a supervisory body and a management body. European unification now requires that both systems be available in each country so that it is possible to choose freely between them.
Hitherto, company law of the Member States has been such that national companies can only transfer their place of business if they are dissolved and re-formed in another Member State. With an SE, a transfer will not result in the company being dissolved or in a new legal entity being created. The growing together of what used to be separate markets means that we must finally create organisational forms which reflect the new situation in Europe. However, there are serious shortcomings in the structure of the SEs. SEs will differ from one Member State to another. There will not be one European SE, but an SE with French, Spanish or German features, for example.
Furthermore, even within the same Member State a variety of different SEs will be created to cover various company features such as co-decision making. I consider it essential that, parallel to the entry into force of the regulation, accompanying fiscal rules should also be adopted.
The precise nature of the SE will, naturally, be determined in part by fiscal legislation. To this end, the series of amendments from the Group of the European Liberal, Democrat and Reform Party is to be welcomed. In conclusion, I advocate launching the SE on its maiden voyage. This will show where repairs are still needed so that one day it will fulfil our hopes and become the flagship."@en1
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