I remembered and found an article titled "Porsche's Designs on VW Lead It to Steer to a Different Company Structure" from an FT dated 12 April 2007. It is behind the firewall now, but I'll transcribe some of it. It is in a section of the paper titled Corporate Governance. The other articles were much longer and Titled "German blue chips ponder switch to SE format" and "Unions weakened on supervisory board - Allanz's change from AG to SE has given greater flexibility to manaement", both of which describe how an SE can be set up with a smaller board and within some limit no have to enclude reps from the employees, something that the FT writers seemed to imply was a good thing. For example, one quote from the latter, "Under German AG law, unions can block the first round of management appointments, which need 2/3s of votes, sometimes triggering a lengthy internal battle.

Anyway, from the Porsche article:

Porsche...has decided to turn itself into a European Company (SE) - but for an unusual and defensive reason...
The carmaker is concerned that if it eventually takes over VW...then its supervisory board structure could be at risk as a side effect.

Porsche's board has just 12 members - the number allowed as an SE too - with five of the six directors drawn from the Porsche and Piëch families, who hold all the voting rights in the company.

But Porsche was so worried that consolidating VW would cause it board to grow to 20 members, due to the far higher number of employees (at VW)...that it decided to act. It will trim its existing operating busines and place a new holding company...an SE, above it.

The holding company, which will have 20-30 employees...would need only a 12 member board under German law.

"But if we take over VW at some time, that would change and we would have to offer seats to their employees representatives as well," says an official, clearly appalled at the prospect.

Benevolent dictators using the word 'appalled'. Cool.

Never underestimate their intelligence, always underestimate their knowledge.

Frank Delaney ~ Ireland