Abstract:
The author analyses the rules regarding the transfer of seat of the SE, in particular the protection of minorities and their ralation to the similar national and european regulations. Based on this classification, the disputed question among commentators can be answered whether a cash compensation claim is necessary on the occasion of a transfer.
First, an overview of the conditions of transfer of seat is given. In this context, the regulatory competition in company law and the constitutional context are examined. Further the European freedom of establishment and the current ECJ case law are examined in its significance for the transfer of SE-seat. Thereafter, the differences between the legal systems of the Member States and their actual impact of a seat-transfer for shareholders are discussed.The author provides an overview of the minority protection rules in the implementing legislation of the other Member States. The question is raised whether the compensation claim fits coherently into the system of the other existing compensation claims of german law.
In the second part, the procedural rules of seat change are treated to determine whether and in what form they serve the interests of minoritiy shareholders. Finally, selected problems of the german SpruchG are treated.