The European Private Company, its Shareholders and its Creditors

Abstract

This paper deals with the Proposal for a Council Regulation on the Statute for a European Private Company (Societas Privata Europaea, SPE) as put forward by the European Commission in 2008 as well as with the amendments proposed by the European Parliament in 2009. The SPE will be a new legal form for small and medium-sized companies, allowing them to set up the same European legal entity across the Member States. In this paper the focus is on the question whether we need the SPE and whether the SPE Proposal provides for adequate protection for shareholders and creditors. It will be concluded that due to the uncertainty about the role of the applicable national law, the form and shape of the SPE remains too vague for a positive answer to the question whether we need the SPE. With regard to the protection of shareholders and creditors the conclusion will be that because of the lack of a general buy-out remedy in the proposed Regulation, the protection of shareholders does not deserve the designation ‘adequate’.

Keywords: company law, European Private Company, SPE, creditors, shareholders, buy-out