1. See ECJ, Case C-212/97 Centros Ltd. v Erhvervs- og Selskabsstyrelsen [1999] ECR I-1459; Case C-208/00 Überseering BV v Nordic Construction Company Baumanagement GmbH [2002] ECR I-9919; Case C-167/01 Kamer van Koophandel en Fabrieken voor Amsterdam v Inspire Art Ltd. [2003] ECR I-10155.
2. Meanwhile, reincorporations among the EEA Member States should be possible by means of a cross-border merger into a shell company of the target jurisdiction under the Cross-Border Merger Directive 2005/56/EC. Member States were required to transpose the Directive into national law by 15 December 2007.
3. Reincorporation can be accomplished by way of a merger between two or more public companies from different Member States (SE Regulation Art. 2(1)) or, more directly, by converting a public company into an SE; the latter method presupposes that the company has a subsidiary that has been governed by the law of another Member State for at least two years (SE Regulation Art. 2(4)).
4. It should be noted, however, that the SE company law differs only in part from that of the company’s home state because the SE Regulation frequently makes reference to the national law of the Member State where the registered office is located, see SE Regulation Art. 9(1)(c)(i) and (ii).
5. See, e. g., L. Enriques, ‘Silence is Golden: The European Company Statute As a Catalyst for Company Law Arbitrage’, 4 Journal of Corporate Law Studies (2004) p. 77; J. Reichert, ‘Experience with the SE in Germany’, 4 Utrecht Law Review (2008) p. 22.