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Keywords:

  • Company law;
  • board structure;
  • the incorporation debate;
  • shares with dual-class voting rights;
  • employee co-determination

This article presents an analysis of the newly created European company Societas Europaea (SE) focusing on the consequences for European corporate governance. The SE offers the possibility to organise the management of a SE as a one-tier, or alternatively a two-tier, system. It is argued that this flexibility will not result in a single board system prevailing in equilibrium, but instead this choice will be made depending on each firm’s business environment. Thus, the SE gives the management the option to incorporate in another member state. As argued, this will, eventually, lay the ground for a European market for incorporations. Important issues such as investor protection and dual-class voting shares are also analysed. The most controversial topic in the creation process of the SE was the role of the employees. The article completes with a discussion of the employees’ role in relation to the opponent doctrines of shareholder vs stakeholder value.