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The members of the former Reflection Group on the Future of EU Company Law, which published its report in April 2011, decided to publish their views on the “Action Plan on European Company Law and Corporate Governance” of the European Commission of 12 December 2012 as well as subsequent and related developments. We support the Action Plan and note that it has endorsed many proposals included in the report of the Reflection Group.However, some proposals have not been included, although they might be considered at a later stage (loyalty shares, review of the role of independent directors, the Single Member Company), and we reiterate our support for them. On the issue of cross border transfer of seat, we regret that the Commission is not more ambitious. We also reiterate our support for substantive measures in areas related to cross-border operations of companies, including improving cross border shareholder identification. We also support strong monitoring of whether a company has complied with a corporate governance code or, if it has not, it has provided a good quality explanation therefor, rather than imposing substantive regulation. In general, in the areas where substantive regulation is necessary, we call on the Commission to move carefully.
The harmonization of company law has always been on the agenda of the European Union. Besidesthe protection of third parties affected by business transactions, the founders had two other objectives: first, promoting freedom of establishment, and second, preventing the abuse of such freedom. The European Commission issued its Company Law Action Plan in 2003. In this volume researchers of the Jan Ronse Institute for Company Law of the Katholieke Universiteit Leuven present five chapters on the main priorities of the Action Plan: capital and creditor protection,corporate governance, one share one vote, financial reporting, and corporate mobility. The book also includes responses and ensuing discussions by reputed European company law experts.
This new book offers a substantial framework for examining the competence or powers of the EC in the field of company law, and the requirements for the lawful exercise of these powers (the principle of subsidiarity and the observance of Article 43 EC in particular). In order to provide a clear understanding of the practical relevance of this framework, the author tests the provisions of specific EC company law instruments for compatibility with the EC Treaty. Although the substantial body of EC company law that has been built up over the years is covered, the focus is on EC company law instruments which have been adopted in implementation of the 2003 Action Plan. The book includes a survey of the various company law instruments (both pre-and post-Action Plan) which together make up EC company law, and discusses the objectives of EC company law policy. --
This paper contains the European Company Law Experts' response to one of the main issues raised in the European Commission's Action Plan of 12 December 2012, namely how to make corporate governance codes more effective. The concept of “codes' effectiveness” has two meanings: effectiveness of the comply-explain mechanism (disclosure effectiveness) and level of adoption of the codes' recommendations themselves (substantive effectiveness). The ECLE believes that it is of crucial importance to keep the advantages of regulation by codes while finding adequate improvements of the quality of the reports and the explanations. The relationship between the content of corporate governance codes and disclosure is discussed. A “culture of departure from code recommendations”, if well explained, is needed. The quality of corporate governance reports and the explanations should primarily be improved by incentives, but non-legal and legal sanctions may help. Improvements may also be possible by mobilizing private actors and/or by charging public or private agents and agencies with inspection and monitoring.
This paper constitutes the European Company Law Experts' response to the European Commission's Green Paper “The EU Corporate Governance Framework”. The paper contains responses to the individual questions put forward by the Commission as well as an introductory statement. In this statement we first set out briefly the rationale for having rules on corporate governance, whether those rules are determined at national or EU level and whether they are contained in hard or soft law. We then consider the rationale for taking action at EU level. Thirdly, we make a suggestion as to how the choice between hard and soft law should be made. Fourth, we consider the overall implications of the previous arguments for the division of rule-making between the EU and Member States.
Soon after the journal European Company Law was launched in 2004, it jumped to prominence as a leading resource not only for European companies and their lawyers but also for enterprises worldwide with business interests in Europe, a role it has held to the present day. This book, appearing 20 years after the first issue of the journal, celebrates this anniversary with contributions from eminent legal experts in the areas of company law, securities law, and corporate governance. Topics range over both the traditional areas of policy and practice and emerging contemporary issues in the field. The contributions – all of them characterized by the concise and practice-oriented approach for which the journal itself is widely appreciated – cover such European company law issues as the following: sustainability; environment, social, and governance matters; loyalty shares; the proposed Listing Act; cross-border mergers; shareholders’ rights and activism; company groups; and digitization. The book also contains an interview with journal founders Steef Bartman and Cees de Groot on the inception and development of the journal and its ongoing relation to European company law in a broader sense. More than a testament to the front-and-centre presence of European Company Law in the development of European company law and corporate governance over the past 20 years, this book carries on the journal’s aim to inform practitioners and be of interest to academics and students in the field. It is a must-have for those who work in the field of European company law either in corporate practice as legal professionals and advisors or as academics.
A collection of essays examining the conflict between EU law and company law, covering a broad range of topics including takeovers, mergers and restructuring, sovereign wealth funds, and proportionality of ownership and control.
The European Company Statute is one of the most important pieces of company legislation adopted so far by the European Union. Its aim is to regulate the internal functions of a business operating in more than two European countries. This book provides an analysis of the history, structure, legal basis and likely impact of the ECS.