The European company (SE)

A number of other statutes
were changed at the same time – mostly regulating the processes of litigation –
as necessary to give the SE from the outset full scope to deport its legal
personality. The first of these two statutes, the SE Implementation Act,
transposes the European Council Order (EC) No. 2157/2001 of October 8, 2001
on the SE statute into German law, whilst, at the same time exercising the
national options and derogations. This Implementation Act governs the
formalities of formation, whether by merger or by acquisition – a Holding SE –
including especially the rights of protection for dissenting shareholders and
creditors. However, minority dissenters are not able to hold up proceedings
against the will of the majority, although there are circumstances in which the
creditors can demand a surety. The Act also allows the SE to choose between
two management structures, a dual system of a management and a supervisory
board, and a single system of a board of directors who in turn should elect one
or more managing directors.

Under the single system, the board may not be less
than three persons or, if the share capital is over €10m, more than 21. Under
the dual system, these limits apply to the supervisory board and there must be
at least 2 managing directors if the share capital is more than €3m (€120,000 is
the minimum).