Cross-Border Corporate Activities	5

Abstract

In the following chapter, we present various aspects of the legal framework governing cross-border corporate activities in Germany and the European Union (EU). First, we will deal with the complex and controversial issue of a crossborder transfer of a company’s seat and the conflict-of-laws issues resulting from such transfer. Then we will provide an introduction into the topic and outline the past and current legal framework of German conflict-of-laws rules on companies and legal entities. In this context we will discuss in detail the impact of European law, in particular the Freedom of Establishment as provided byArt. 49, 54Treaty on the Functioning of the European Union (TFEU) and interpreted by the European Court of Justice (ECJ). Then, we will explain the consequences in German legal practice, and cover the government proposal on a revision of the German conflict-of-laws rules on companies and legal entities.After a presentation of the European company and the European private company as possible alternatives for cross-border economic activities in the European market, we will turn to the European cross-border mergers directive, outlining its implementation in Germany, as well as providing a list of key issues to be considered in a cross-border merger proceeding.The presentation will be concluded with a brief outline of the reasons for and key issues of international joint ventures.

Contents
5.1  Cross-Border Transfer of Corporate Seat andApplicable Law				134
5.1.1	Case Study . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . .	. . . . . . .	134
5.1.2	Introduction . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . .	. . . . . . .	134
5.1.3  German Conflict-of-Law Rules for Corporations				135
5.1.4  The Decisions of the European Court of Justice				137
5.1.5  Status-quo of German Conflict-of-Laws Rules for Companies				144
5.1.6	Legislative Proposals . . .	. . . . . . . . . . . . . . . . . . . .	. . . . . . .	145
5.1.7  Competition of Corporate Forms—GmbH vs. Limited				149
5.2  The European Company (SE)				151
5.2.1	Case Study . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . .	. . . . . . .	151
M. Schulz, O. Wasmeier, The Law of Business Organizations,				133
DOI 10.1007/978-3-642-17793-4_5, © Springer-Verlag Berlin Heidelberg 2012