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Comparing notes and generating ideas: SEEurope meets GoodCorp


In order to generate knowledge and monitor developments at the national level from a European perspective, the European Workers’ Participation Competence Centre (EWPCC) in the ETUI runs several specialised research networks. Two networks which are closely linked to one another are SEEurope and GoodCorp: SEEurope is the research network focusing on the SE and related issues, and GoodCorp is the ETUI’s research network on corporate governance.

In September 2013, these two networks held their meetings immediately consecutively to one another, thus creating an especially useful opportunity to build directly upon each others’ expertise. In this way, the EWPCC sought to explore the synergies between these two related research networks more fully, in particular regarding a central concern of the EWPCC: to investigate the impact of EU corporate law on information, consultation and board-level representation.


In the SEEurope Meeting, the stocktaking of the Cross-Border Mergers Directive, also known as the 10th Company Law Directive, was reported upon from different perspectives. It emerges that it is indeed very difficult to obtain and maintain reliable data on the practical application of this legislation across Europe.


It was noted with particular interest, however, that the application of the Cross-Border Mergers Directive had thus far resulted in the “internationalisation” of at least 17 arrangements for board-level employee representation. In other words, whereas only a single national workforce had been directly represented at board level prior to the cross border merger, this representation at board level was expanded to include direct representation of more than one country in the wake of the cross-border merger in at least 17 different companies. The application of the EU’s rules on cross-border mergers thus leads to the emergence of another building block in the Europeanisation of workers’ participation in addition to employee representation on the Boards of SEs. The ETUI’s European Workers’ Participation Centre (EWPCC) will continue to monitor this issue closely.


The Members of the SEEurope network also had the opportunity to discuss the preliminary findings of the GoodCorp Network’s study on another source of employee involvement stemming from EU company law rather than employment law: the Takeover Bids Directive.


Building upon the insights gained and information exchanged at the SEEurope meeting, the members of the GoodCorp research network on corporate governance deepened the discussion of its interim report on the ETUI’s ongoing study on worker involvement rights under the Takeover Bids Directive. The aim of this study is to identify the potential of the information and consultation rights laid down in the Takeover Bids Directive, which -- put briefly -- lays down the procedures to be followed if one company seeks to take over another. Next to the contentious question of possible defenses against a (hostile) takeover, the Directive also provides that employees or their representatives have certain rights in this process. Firstly, the employees or their representatives are to be informed of an offer to take over their company; this offer must include the foreseeable or intended impact on employment and sites. Employee representatives are entitled to draw up their own opinion, which is also to be made public. In addition, the takeover process may well trigger other information and consultation processes. Accordingly, the objective of the ETUI’s ongoing study of the Takeover Bids Directive are: to map the precise worker involvement rights by country; to look more closely at those countries in which legislative provisions or practice go beyond or remain below the standards set by the Directive; and finally, on this basis to identify best practice and build a case for stronger rights and appropriate enforcement.


Finally, to complete the range of perspectives on the company level developed in the preceding meetings, participants at the GoodCorp meeting were invited to attend the ETUI’s monthly forum on the subject of “power and politics in multinational corporations: the role of workers’ involvement”. In this contribution to the ETUI’s lunchtime seminar series, Christoph Dörrenbächer and Mike Geppert presented the results of their work in progress on the ways in which different forms of worker involvement at the level of individual subsidiaries in the retail sector shapes and is shaped by the HQ-subsidiary divide in MNCs.


Taken together, all three events – the SEEurope and GoodCorp network meetings and the monthly forum on politics and power in MNCs– in effect succeeded in not only pooling knowledge but also in generating a new insights and ideas. Discussions in both meetings highlighted not only the difficulty in identifying those instruments for worker involvement which are embedded deeply in company law, but also discussed in detail some of the opportunities and hurdles posed by these rules in practice. There is clearly a lot to be done to turn these rights into leverage for employees and their representatives to gain insight and influence in the running of the company.

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