European company law is an emerging field of legal scholarship, which concerns the formation, operation and insolvency of corporations in the European Union. There is no substantive European company law as such, although a host of minimum standards are applicable to companies throughout the European Union. All member states continue to operate separate companies acts, which are amended from time to time to comply with EU Directives and Regulations. There is, however, also the option of businesses to incorporate as a Societas Europaea (SE), which allows a company to operate across all member states.
There have been, since the European Community was founded in 1957, a series of directives creating minimum standards for business across the European Union. A central aim restated in each Directive is to reduce the barriers to freedom of establishment of businesses in the European Union through a process of harmonising the basic laws. The object is that when laws are harmonised, business will not be deterred by different or more onerous laws, but at the same time harmonisation provides a basic level of protection for investors in each member state, none of which are forced into regulatory competition.
Under the European Company Statute business may incorporate as a Societas Europaea. An "SE" will be treated in every European Union member state as if it were a public company formed in accordance with the law of that state, and may opt in or out of employee involvement. A Societas Europaea may adopt either a two or one-tier board structure. Where the board is two-tiered, as in German companies, and employee involvement is adopted shareholders and employees (in proportion no less than what existed for most employees in their home countries previously) elect a supervisory board that in turn appoints a management board responsible for day-to-day running of the company. An SE may also choose a one tiered board, the same as every company in the UK chooses, and employees and shareholders may elect board members in the desired proportion. Practically all countries in Western and Eastern Europe follow either a one-tier or two-tier board structure.
First Company Law Directive 68/151/EEC, on co-ordination of safeguards (...) for the protection of the interests of members and others, repealed by 2009/101/EC. This concerns company registrations, transactional validity, the effect of ultra vires transactions, or transactions by improperly incorporated businesses
Eleventh Company Law Directive 89/666/EEC, on disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State
Twelfth Company Law Directive 89/667/EEC, on single-member private limited-liability companies, repealed by 2009/102/EC
Tenth Company Law Directive 2005/56/EC, on cross-border mergers of limited liability companies
Thirteenth Company Law Directive 2004/25/EC, on takeover bids
Merger Tax Directive 90/434/EEC, on the common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of shares concerning companies of different Member States, repealed by 2009/133/EC
Eighth Company Law Directive 84/253/EEC, on the approval of persons responsible for carrying out the statutory audits of accounting document, repealed by 2006/43/EC, on statutory audits of annual accounts and consolidated accounts