An Ever Closer Union in Corporate Identity - A Transatlantic Perspective on the Societas Europaea
St. John’s Law Review, Vol. 83, 2009
Posted: 7 Aug 2009 Last revised: 22 Mar 2011
Date Written: 2009
Multi-level governance poses challenges in the U.S. and the country has experienced a history of arbitrage on an inter-state and state-federal basis. The American debate generally focuses on perfecting the federal arrangement originally articulated by the founders, in order to reserve the optimal array of powers to the states, free from federal intervention. The European Union is now devising strategies for integrating European economic activity without encroaching on the distinct competences of the Member States. Following recent decisions by the European Court of Justice and faced with business’s intensifying needs to operate across European borders, the EU has begun to confront the desirability of U.S.-style inter-state competition and to chart a new relationship between an upper-level regulatory authority and those of the individual Member States. Both regions face increased pressure to transcend current boundaries, state and federal in the US and Member State and European in the EU, in order to address emerging transatlantic challenges. Europe’s experience with the newly-established, trans-European corporate form the Societas Europaea (SE) and America’s experience with Delaware and federal intervention provide useful building blocks for such efforts. Through interviews with corporate officers, union leaders, legal advisors, and policymakers in several Member States and at EU headquarters, this empirical study explores the mechanisms by which the SE drives corporate decision making and fosters the assimilation of national systems into a pan-European framework. The SE constitutes a valuable test case for gauging the viability of transnational regimes on both sides of the Atlantic.
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