Founders and venture capitalists support a Pan-European C corporation, but the journey for an "EU Inc" faces significant challenges.

It has become a familiar refrain in political rhetoric: Europe needs to act radically to be competitive. Near the top of the long list of such reforms that are gaining particular traction is a new, EU-wide corporate status for innovative companies.
Founders and venture capitalists support a Pan-European C corporation, but the journey for an "EU Inc" faces significant challenges.

It has become a familiar refrain in political rhetoric: Europe needs to act radically to be competitive. Near the top of the long list of such reforms that are gaining particular traction is a new, EU-wide corporate status for innovative companies.

Dubbed somewhat obscurely the "28th regime," the innovation is being pitched as Europe's version of a Delaware C corp and would add to what already exists in the 27 member states of the EU. It is now backed by an entrepreneur and VC-backed grassroots movement that also brought along the much more palatable name of EU Inc—and some surprising momentum. Launched October 14, the EU Inc petition has already raked in some 11,000 signatures.

Not by coincidence, the American meaning of "Inc" - it is only with Delaware C corp that many startups and VCs worldwide have become acquainted. Europe has yet to fill that void, however; an existing version known as "Societas Europaea" (Europeans being fond of their Latin) was designed for larger enterprises but has had no popularity or usage built around it. This makes expansion across the continent still a demanding process that needs to be done country by country, thus adding to the reasons why Pan-European tech champions are still a rarity.

Since a new company vehicle would most likely unlock cross-border investments into European startups, the EU Inc petition has been signed by whole VC firms and who's who of startup founders and investors, including Niklas Zennström and Patrick Collison.

Amongst the four leaders of the petition, entrepreneur-turned-investor Andreas Klinger thinks about how all of his first companies ended up being U.K. Ltds because, at the time, the ability to distribute options was so torturous in places like France or Germany. He says the main issues for startups in Europe are "very fundamental structural problems." He and the EU Inc backers have effectively marched on the EU Commission. "A, the startup community needs this and wants this; B, it has urgency; and C, make sure it's implemented the right way," he said to TechCrunch in an interview. EU Inc has published a newly uploaded roadmap setting as its target the presentation of its last appeal on December 1 when it expects the newly installed college of EU commissioners will add it to the list for the next five years.

It will certainly help that the call has tacit support from inside the house, or rather, the European Commission, with recently commissioned reports from Enrico Letta and Mario Draghi both vowing for a 28th regime, not to mention President Ursula von der Leyen herself.
But with so many problems and sectors competing for attention, the campaign will have to be careful not to lose momentum. Accordingly the call goes out to the startup ecosystems across Europe to join the party. Join the party and yes, well, this feels in good measure to have gone rather well, led significantly by France Digitale - the lobby group speaking on behalf of French startups and VCs. That very working document urging introduction of a 28th regime was released prior to launch of the EU Inc campaign but now is joined in its appeal by the signatures of a large enough cross-section of other Europe's startup associations.

This kind of national support could be the key to success, but perhaps even more important, given the level of detail included in the proposal that France Digitale has penned and amended after conversing with peers.

Co-author Antoine Latran is quoted by TechCrunch as saying it calls for a "regulation," rather than a directive, so as to avoid unwanted differences in national transpositions. One of the most important lessons that is slowly being learned from the Societas Europaea--a cross-border legal form that France Digitale dubs "virtually unworkable for startups, SMEs, and high-growth companies"--is EU Inc and its fans would be the first to agree that lessons from history would be more than welcome, including the Not Optional campaign that gave impetus to better stock option policies for 11 European countries. Index Ventures partner Martin Mignot told TechCrunch that even though he and his team are EU Inc fans, running this past campaign proved it's not a short race: "With all things lobbying, you have to be willing to go the distance and keep on applying pressure."

And a number of commentators fear that the ambition to create its European counterpart - a Delaware-style company structure - will be sunk by bureaucracy and state nationalism.

When it comes to the EU Inc, I have very serious doubts that the countries can agree on a common standard simple to understand and most importantly is not too bureaucratic, explained specialist lawyer Stefan Jeitler when speaking to TechCrunch. An Austria-based partner for law firm E+H Rechtsanwälte, he cited such an example as the considerably different capital maintenance regimes along the EU countries.

Applying the (strict) Austrian or German capital maintenance regime to each and every EU Inc, Jeitler wrote, "would make it rather unattractive in countries with a 'not so strict' regime." France Digitale addressed that very point in its non-paper, asking for a "1€ company."

Still, there are so many other similar barriers still to come. "The devil is in the details and that's going to be where we're going to be very, very watchful," Mignot said.

Brexit is another Pandora's box, but Mignot thinks the U.K. can still do it: "They could say, 'Look, if you are an EU Inc, it works for us too.'" The EU Inc shares a similar view in its FAQ, where it states that "starting EU centric solutions has the biggest leverage," but its focus is "Europe, not the EU."

Whether it is Europe or the EU, there is a growing consensus that the region needs to take action not to fall behind.

Says deep tech investor Michael Jackson: "Europe is in a much more competitive landscape than it was 30, 40, years ago, right? China is the big panda in the room.". You've got other parts of the world which are finally getting their economies built and really focusing on tech and innovation. Europe can't be on the sidelines. With all that said, it's pretty difficult to contain the zeal of EU Inc. champions like Klinger. "The crazy thing about all of this is it's actually going to happen.".

…This is us as an industry saying very clearly on one topic, very focused, not like a list of 20 requests, but like one thing, 'This is important.' Plus it can become a platform for other important things like stock options, exits, all this kind of stuff that's very complex in Europe. 

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2024-10-29 19:19:35