20 Years of the SE Regulation – The Rise of a Specific Purpose Vehicle?
| Author | Thomas Biermeyer |
| Date | 01 October 2021 |
| Published date | 01 October 2021 |
| DOI | 10.1177/1023263X211053296 |
| Subject Matter | Editorial |
20 Years of the SE Regulation –
The Rise of a Specific Purpose
Vehicle?
Thomas Biermeyer
1
20 years ago, on 8 October 2001, Council Regulation (EC) No 2157/2001 on the Statute for a
European company (SE) was enacted (the ‘SE Regulation’). This legislative act has given rise to
the European public limited liability company law form called Societas Europaea or, in its short
form, ‘SE’. The Societas Europaea exists in all EU Member States based on the national transposi-
tion of the SE Regulation, and it is the most important of three European company law forms next to
the European Cooperative Society (SCE) and the European Economic Interest Grouping (EEIG).
Such birthday seems an appropriate occasion to reflect on the project of the Societas Europaea.
The argument brought forward in this editorial is that that the SE may have to be regarded from a
more specialised perspective than an attempt to create a European counterpart emulating a flagship
national company law form. Rather, the entity could be adapted to specific purposes following
larger pan-European commercial demands, for example in the area of financing transactions.
At the beginning, the SE was a dream: even before the creation of the European Union, on the
26th German Juristentag in 1926, Geiler proposed the creation of a supranational company form
which would be available along with its national counterparts.
2
Further, shortly after the establish-
ment of the European Economic Community in 1957 with the Treaty of Rome, on 22 October 1959,
Sanders addressed the topic of a European public limited liability company in an inaugural lecture at
the University of Rotterdam.
3
The idea behind the European public limited liability was not so
much to harmonise the provisions of national public limited liability company law forms, which
one could also call the national flagship company law forms, like the German Aktiengesellschaft,
the French société anonyme, or the Dutch naamloze vennootschap; the idea was instead to add a
European public limited liability company law form, which would then exist throughout all
Member States. Foreign investors, for example, would not have to become familiar with specific
national company forms but could fall back in each Member State on the same European
company law form. Moreover, the company law form would be highly modern and reflect
1. Director, Wildgen Luxembourg law firm; Assistant Professor, Maastricht University; Executive Editor MJECL.
2. J. Bärmann, Europäische Integration im Gesellschaftsrecht (Carl Heymanns Verlag, Cologne 1970) for an in-depth dis-
cussion about the early history of the SE and European Company Law.
3. P. Sanders, ‘Naar een Europese NV?’, Inaugural lecture delivered in Rotterdam, 22 October 1959 (W.E.J Tjeenk
Willink, 1959). See also G.C. Schwarz, Europäisches Gesellschaftsrecht: Ein Handbuch für Wissenschaft und Praxis
(Nomos, Baden-Baden 2000), p. 26.
Editorial
Maastricht Journal of European and
Comparative Law
2021, Vol. 28(5) 597–600
© The Author(s) 2021
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DOI: 10.1177/1023263X211053296
maastrichtjournal.sagepub.com
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