"Societas Europaea will overcome barriers"
Professor Rüdiger von Rosen, Managing Director of the Deutsches Aktieninstitut in Frankfurt, explains how the new legal form of Societas Europaea (SE) will change annual general meetings and why it may be of interest to many companies.
As an independent, non-profit institution, Deutsches Aktieninstitut is committed to enhancing the conditions for Germany as a financial center and for equity as an investment and financing instrument at all levels of society and in the political domain.
? Allianz.com News: On March 30, the Deutsches Aktieninstitut will be holding a seminar on the subject of the "Societas Europaea". Why is this subject so important?
von Rosen: This isn’t a new subject for us but something that we’ve been working on for years. We want to make this European legal form attractive to companies. The SE should improve companies’ competitiveness through more flexible structures that facilitate cross-border activities. By holding a seminar on the SE, the Institute is carrying out its mission to impart knowledge of new possibilities to its members, while at the same time drawing attention to the problems that have yet to be solved.
Rüdiger von Rosen, Managing Director of the Deutsches Aktieninstitut
? From the Institute’s point of view, what are the advantages of an SE?
von Rosen: Above all, the SE means cross-border mobility for companies. It means that European companies operating internationally will be able to organize themselves and carry out mergers beyond national borders, right across Europe, on the basis of essentially uniform rules, as well as move their headquarters to different countries. In individual cases, the SE can help companies achieve considerable simplification of their group structure.
The greater flexibility in a company’s management structure makes it possible to choose between the dualistic system with a Board of Management and Supervisory Board, and the monistic system with a single Administrative Board. We at the Institute have always wanted to leave this decision to the shareholders. This makes it easier for companies to adapt to the requirements of the capital market.
The greater flexibility in a company’s management structure makes it possible to choose between the dualistic system with a Board of Management and Supervisory Board, and the monistic system with a single Administrative Board. We at the Institute have always wanted to leave this decision to the shareholders. This makes it easier for companies to adapt to the requirements of the capital market.
? Do you see potential for more companies in Germany to take this route?
von Rosen: Allianz AG’s change of corporate form is certainly a decisive step in the direction of the SE. A few other companies have in the meantime announced that they also want to use the SE at group level or for individual branches, and I’m sure that things won’t stop there. Many companies are following the trailblazers’ experience with great interest and will then also plump for the SE.
? Can the SE also have an influence on the Europe-wide harmonization of legal requirements for corporations?
von Rosen: The intra-European competition that the SE opens up will undoubtedly also lead to increased pressure on the Member States to modernize. This will be especially true of countries where the legal, tax and social systems differ in their attractiveness compared to other European countries when it comes to the choice of location. In Germany in particular, this is a task we will have to take on.
The SE form of company means that not only large national joint-stock companies will be able to compete at the global level on more equal terms with companies in America, Asia and other European countries.
The SE form of company means that not only large national joint-stock companies will be able to compete at the global level on more equal terms with companies in America, Asia and other European countries.
? Will the course and organization of annual general meetings change in the future?
von Rosen: Our annual general meetings certainly need brightening up, as their long duration or often low attendance, for example, clearly show. The shareholder structure of an SE means that different "AGM cultures" come together. This should have a positive impact on the course and content of annual general meetings.
I have great expectations for the German "Act governing Corporate Integrity and Modernization of the Right of Rescission" (UMAG). Instead of the "depositing" of shares, rights to attend the AGM and exercise voting rights will now be geared to a date by which investors must have owned the shares (the "record date"). The chairman of the meeting may, in the interests of shareholders, also set an appropriate time limit to the right to speak and ask questions. The aim must be to improve the quality of what is said at AGMs in terms of content.
Other changes are coming from Brussels. The draft of the "EU Directive to facilitate the cross-border exercise of shareholders’ rights" provides for shareholders to have the right to ask questions even before an AGM. This can lead to a flood of questions, which can burden companies unnecessarily. On the other hand, there are plans to make it easier for shareholders to exercise their rights via the Internet, which I greatly welcome in principle. We will be following the debate surrounding this Directive – which contains both positive as well as rather critical approaches – very closely.
As with all content published on this site, these statements are subject to our Forward Looking Statement disclaimer, provided on the right.
I have great expectations for the German "Act governing Corporate Integrity and Modernization of the Right of Rescission" (UMAG). Instead of the "depositing" of shares, rights to attend the AGM and exercise voting rights will now be geared to a date by which investors must have owned the shares (the "record date"). The chairman of the meeting may, in the interests of shareholders, also set an appropriate time limit to the right to speak and ask questions. The aim must be to improve the quality of what is said at AGMs in terms of content.
Other changes are coming from Brussels. The draft of the "EU Directive to facilitate the cross-border exercise of shareholders’ rights" provides for shareholders to have the right to ask questions even before an AGM. This can lead to a flood of questions, which can burden companies unnecessarily. On the other hand, there are plans to make it easier for shareholders to exercise their rights via the Internet, which I greatly welcome in principle. We will be following the debate surrounding this Directive – which contains both positive as well as rather critical approaches – very closely.
As with all content published on this site, these statements are subject to our Forward Looking Statement disclaimer, provided on the right.
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