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History of the European Company statute |
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1960s |
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The debate on the European Company dates back to the beginning of the sixties. The topic was e.g. discussed on an International Congress of Notaries in Paris in 1960. In 1965, the French government proposed in a note to set-up legislation on a European Company through a treaty between the EC Member States. This proposal was taken up by the Commission. The Commission published in 1966 a memorandum in which it supported the idea.
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1970 |
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Commission proposal for an SE to the Council of Ministers On the basis of a draft proposal from 1966, the Commission published a first proposal on the statute for a European Company in 1970. It foresaw: - obligatory two-tier structure of SE (administrative board and supervisory board)
- European Works Council (information, consulation and some co-determination rights)
- board level representation of employees (1/3 of board members selected by employees, 2/3 by shareholders)
- possibility of concluding (European) collective agreements on the working conditions in the SE between the SE and the represented trade unions
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OJ C 124, 10.10.1970 |
1975 |
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(Revised) Commission proposal With regard to the involvement of employees, the most significant change was the proposal of a 1/3 parity: 1/3 of the board members should be appointed by the employees, 1/3 by the shareholders and the last 1/3 should be selected jointly by the employees and the shareholders.
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COM (75) 150 final |
1988 |
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Memorandum of the Commision on the SE statute (15/07/1988)This memorandum followed the initiative to complete the internal market. In order to revitalize the deadlocked SE debate, the Commission dropped the idea of having one obligatory participation system for all SEs. Instead companies should have the choice between different participation systems.
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EC-Bulletin 3/88 |
1989 |
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Commission proposal In this new proposal, for the first time the SE legislation was split into a regulation and a directive supplementing it with regard to the involvement of employees. Companies now had the choice between a one-tier and a two-tier structure. The Directive offered the possibility to choose between four different systems of board-level representation (a "German", a "Scandinavian”, a “French” and a "Dutch model"). If negotiations between the employees and the management failed, the final decision would lie with the management. Member States was given the right not to accept all four models for SEs registered in their country.
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OJ C 263, 16.10.1989 |
1991 |
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(Revised) Commission proposalMember States could now prescribe to the SEs in their territory the choice of one company structure (one-tier or two-tier). The system of workers' involvement was slightly modified: If negotiations between the management and the employees on the compulsory employee participation now failed, the Shareholders' meeting had to decide on the basis of reports from the two negotiating partners.
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Regulation:
OJ C 176, 8.07.1991
Directive:
OJ C 138, 29.05.1991 |
1994 |
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Directive on European Works Council (EWC)Just like the ECS, the EWC-Directive was in a deadlock for 25 years. The compromise finally found in 1994 was based on the principle of free negotiations on information and consultation between the management and employees' representatives from the different countries in which the company has employees (the so called special negotiating body). In case these failed, obligatory standard rules (subsidiary requirements) would apply. This new procedure used for the EWC was very important for the ongoing discussion on workers' involvement in the SE.
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Council Directive 94/45/EG, OJ L 254, 30.09.1994 |
1997 |
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Davignon Report In order to overcome the blockade in the Council of Ministers with regard to the ECS , the Commission convened a "High level expert group on workers involvement". The so called Davignon group concluded in its final report (published in May 1997) that the national systems on workers’ involvement were too diverse thereby making a general harmonisation impossible. The report therefore proposed that priority should be given “to a negotiated solution tailored to cultural differences and taking account of the diversity of situations” . In case negotiations fail, standard rules should apply.
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available in
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2000 |
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Adoption of the European Company Statute at the Council in Nice
The Davignon report had a positive impact on the elaboration of a solution to which all 15 Member States would agree. Nevertheless, it took three more years, until the more than 40 year old debate on the SE found an end. At the EU Council in Nice (Dec. 2000) the Regulation on the ECS and the Directive on workers' involvement in the SE were finally adopted.
The latter prescribes free negotiations on information, consultation and (board level) participation between the competent organs of the participating companies and a Special Negotiating Body (composed by employees' representatives from the different countries involved). In case these negotiations fail, obligatory standard rules apply.
Member States was given the possibility not to apply the standard rules for (board level) participation in the case of an SE set-up by way of merger (this “opt-out-clause” was introduced on the demand of Spain). Member States must transpose the Regulation and the Directive by October 2004.
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Council Regulation 2157/2001, OJ L 294
Council Directive 2001/86/EC, OJ L 294/22, 10.11.2001 |
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Michael Stollt |
