The Societas Europea: Europeanization via Americanization of Corporate Law. Corporate Governance: Only One Model?

In this study, I have made the distinction between large Societas Europaeas cross-listing in the United States, which have to follow the new US listing requirements in order not to be delisted by the American authorities, and Societas Europaeas, only listed in one of the EU Member States. The former are partly exempted from those requirements, the latter don’t have to abide by them. However, I have tried to explain that in both cases, they will have to comply with the requirements, which will create a convergence of corporate law in Europe through its Americanization. Large Continental European businesses, who will opt for the new European vehicle to decrease the agency cost by having only one management operating through out the Union will be required to abide by the continental European corporate law which applies. This law is very different from the US standard, either regarding the structure of the company or its functioning, especially with the German codetermination. As a consequence, US institutional investors who do not want to handle many corporate models and trust the efficiency of their standards, pressure them to adopt the American corporate governance with the support of the doctrine and the EU. The adoption of the American standards is now possible for newly formed companies by incorporating in the UK who has almost the same features protecting shareholders as the United States, since the Centros case in 1999. Regarding existing businesses, by transforming into the SE form, they will be permitted to transfer their headquarters in the UK without having to wind up and dissolve. This law shopping will lead to the application of British corporate law to most of large SEs, unless other Member States decide to change their law, which would lead to a race to the US top. Thus, corporate law within the EU will be uniformed and Americanized among large companies.