A THIRD WAY: REGIONAL RESTRUCTURING AND THE SOCIETAS EUROPAEA Centre for Business Research, University of Cambridge Working Paper No. 385 by Jodie A. Kirshner University of Cambridge Centre for Business Research Judge Business School Building Trumpington Street Cambridge CB2 1AG Email:
[email protected] June 2009 This working paper forms part of the CBR Research Programme on Corporate Governance. Abstract The Societas Europaea (SE) harmonized minimal amounts of company law and assigned employee representation to a supplementary negotiation process. Commentators predicted that it would introduce cross-border regulatory competition within the EU. Others suggested that companies would choose the SE over other national corporate structures, in order to mitigate the requirements of mandatory codetermination. This paper reports case-study evidence to argue that companies are utilizing the SE in a third, more significant way: to facilitate within-group restructurings that enable them to submit to a simplified, integrated regulation at the level of the parent company. This generates pressure for the unification of additional areas of law and more national-level regulation. Empowering the SE therefore represents a first step towards streamlining the regulation of European companies. JEL Classification: F15, F23, G18, H73. Keywords: economic integration, regionalization/federalism, regulatory competition, migration, regulatory institutions, interjurisdictional arbitrage, multinational firms, corporate restructuring, codetermination, labor organization. Acknowledgements The author wishes to thank Simon Deakin, Professor of Law at the University of Cambridge; the ESRC Centre for Business Research, University of Cambridge; Denis Galligan, Professor of Socio-Legal Studies and Director of the Centre for Socio-Legal Studies, University of Oxford; the UK Fulbright Commission; the Max Planck Institute for Foreign and International Private Law, Hamburg, Germany; Paul Davies, Allen & Overy Professor of Corporate Law, University of Oxford; Katharina Pistor, Michael I.