In recent years the issue of corporate governance has become a highly politicized policy area with great relevance for employees and society as a whole. At stake is the issue of who runs our companies and what strategies and goals these companies pursue. Since the 1990s corporate governance reform in Europe has been dominated by the ‘shareholder value’ model of the firm, which prioritizes the interests of shareholders. However, in the wake of the financial crisis, increasing dissatisfaction with this model is leading to the search for an alternative which gives stakeholders a stronger ‘voice’ in company affairs and focuses on long-term sustainability.
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The cross-border merger (or CBM) directive was adopted by the Council of Ministers on 26 October 2005. The main objective of the directive is to make it easier to merge companies across European borders. It should be noted that the worker involvement provisions in the directive are weaker than those provided by the European Company (SE) legislation.
Frequently Asked Questions on the 10th Directive in ENGLISH and GERMAN
The 13th Company Law Directive (2004/25/EC, adopted 21.04.2004) regulates bids to take over companies listed on a stock markets. The main goal of the directive is to encourage takeovers in Europe by creating a legal framework for takeover bids, while at the same time providing minimum standards of protection for minority shareholders, and in theory other parties, such as employees.
The goal of the proposed 14th Company Law Directive is to create a mechanism for companies to transfer their place of registration to another EU Member State. Until now such an action was either not possible or required the company to be liquidated in its country of origin before it could be re-founded with a registered office in the new country. The Directive would make it possible, for example, for a German GmbH to transfer its registered office to the UK, and at the same time transform itself into a UK Ltd. That means that after the transfer of the registered office the company is organised by UK company law and no longer by German company law.
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A set of slides providing up-to-date facts and figures on the SE. Click on pictures to enlarge.
A set of slides providing up-to-date facts and figures on the SE. Click on pictures to enlarge.
Click here to visit the ECDB Datababase!
A set of slides providing up-to-date facts and figures on the SE. Click on pictures to enlarge.
To get in touch with the Workers Participation Europe Network, please contact:
Aline HoffmannHead of Unit, Europeanisation of Industrial Relations, ETUI Research DepartmentEWPCC CoordinatorTel. 0032 (0)2 2240519ahoffmann@etui.org
A list of Frequently Asked Questions on the European Company (SE) and the question of worker involvement within the SE.
The European Commission has started the review of the European Company Statute as foreseen in Art. 69 SE of the SE Regulation. The Commission shall forward to the Council and the European Parliament a report on the application of the Regulation and proposals for amendments, where appropriate. In this section we follow-up the discussions and proposals with regard to a possible revision of the SE legislation.
The table provides an overview of the more than 40-year-long history of the European Company. This delay was caused by a deadlock in the Council of Ministers where unanimity was required. Resistance arose also on the question of board-level representation of employees. Objections were raised by "both sides": While countries with strong systems of board-level representation (like Germany or Austria) feared a weakening of their national systems, countries with rather weak - or even non-existent - board-level representation (like the UK and Spain) were afraid of importing something that is unknown to their industrial relations systems.
Transposed on time (8 October 2004) |
Transposed since October 2004 |
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The European Cooperative Society (SCE) aims to reduce existing cross-border obstacles for cooperatives and to make it easier for them to operate across European borders. The SCE thereby complements the legislation on European Companies (SE) which has enabled companies to set up as a European public limited company. As in the case of the SE, the SCE legislation consists of a Regulation on the Statute for an SCE (1435/2003) and an accompanying Directive on worker involvement (2003/72/EC). The Regulation came into force from 18 August 2006, by which date the member states also had to transpose the Directive into national law.
Further information on the SCE can be found on the website of the EU Commission
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Key questions addressed in the book are: How has the SE been implemented in practice? How great has the uptake of the European Company by the business community been? Are there significant differences between countries and sectors? What impact has the European Company had on business practice? Has it improved company mobility and flexibility? What impact has it had on national industrial relations systems and Social Europe? To what extent has it inspired other legislative initiatives by the EU Commission? What will the likely future development of the European Company be?
Publication date : 2013
Number of pages : 313
ETUI, Brussels, ISBN 978-2-87452-283-3
Free download
More information and order (ETUI website)
In October 2001, the EU formally adopted the legislation on the European Company, also known by its Latin name Societas Europaea (SE). This handbook aims to ensure that the new opportunities for employee representation at European level which these new SE rules provide, are seized. It has been designed first and foremost to help practitioners to prepare and conduct negotiations on agreements on employee involvement in SEs.
Buy printed version : 15 Euro
Free download (pdf)
The European Cooperative Society (SCE) aims to reduce existing cross-border obstacles for cooperatives and to make it easier for them to operate across European borders. The SCE thereby complements the legislation on European Companies (SE) which has enabled companies to set up as a European public limited company. As in the case of the SE, the SCE legislation consists of a Regulation on the Statute for an SCE (1435/2003) and an accompanying Directive on worker involvement (2003/72/EC). The Regulation came into force from 18 August 2006, by which date the member states also had to transpose the Directive into national law.
Further information on the SCE can be found on the website of the EU Commission
The concept of corporate governance is defined in different ways. The narrow definition focuses on the control of management by shareholders. The broader definition looks at the role of stakeholders in making and implementing strategic decisions in the company. Corporate governance must be understood as a system in which there is an interplay of different regulations and market forces. Therefore corporate governance deals with multiple issues in the field of corporate law, securities regulation, corporate finance and industrial relations. In 17 of the 27 EU member states and in Norway employees are represented in the companies' supervisory or administrative board.
GoodCorp is a network of researchers and trade unionists dedicated to promoting a stakeholder approach to EU corporate governance and company law. Its three main activities are:
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the exchange of information and opinions on current issues on the European corporate governance and company law agenda as well as on key developments in EU Member States
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research and publication on policy options
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advice and support for the European trade union movement on these issues
Sigurt VitolsAssociate Researcher ETUI and Researcher at the Social Science Research Center Berlin (WZB).svitols@etui.org
Aline Hoffmann
Coordinator EWPCC / Head of unit Europeanisation industrial
Tel. +32 (0)2 224 05 19AHoffmann@etui.org
Sara Lafuente HernandezResearch Officer ETUITel. 0032 (0)2 2240590
slafuentehernandez@etui.org
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Tax justice in Europe: why does it matter for workers? (Policy Brief)
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The revised Shareholder Rights Directive 2017: policy implications for workers
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Long-term investment and the Sustainable Company: a stakeholder perspective. Vol. III
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Publications European company law and the Sustainable Company: a stakeholder approach. Vol. II
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Sigurt Vitols and Norbert Kluge (eds.) The Sustainable Company: a new approach to corporate governance Brussels: ETUI, 2011
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