Proposed Further Development of European Company Law

The EU Commission is reviewing European company law. To this end it published a consultative paper on 20 February 2012 as a first step in order to obtain the positions of stakeholders via the internet. The consultation ends on 14 May 2012. Then the contributions will be analysed.

The commission defines European company law as a shared body of rules and regulations that offers equal protection throughout the EU for shareholders, creditors and other stakeholders affected by business activity. Single European Market Commissioner Michel Barnier explained the current state: "An effective company law framework makes it easier for companies to expand their business activities across the EU – for the benefit of their shareholders and customers. In view of the changes in the company law environment, we have to examine whether we can effectively adapt our legal framework to these new developments."

A company law framework of several directives and ordinances currently exists at the EU level. Already encompassed by harmonisation: protecting the interests of shareholders and other stakeholders, raising and protecting the capital of incorporated companies, takeover offers, the disclosure of branch establishments, mergers and spin-offs, minimum standards for limited liability companies with a single shareholders, the rights of shareholders and related areas such as financial reporting and accounting. EU company law finds its most visible expression in the legal forms of European Limited Company (Societas Europaea/SE), European Economic Interest Grouping (EEIG) and European Cooperative (Societas Cooperativa Europaea/SCE).

Time and time again, the process of harmonising laws encounters differing legal traditions and company structures in the member states. These must be respected. At the same time, the demand for harmonisation is to be identified in the most concrete possible terms. This is where the public consultation comes in. Possible themes have already been incorporated in the consultation. It asks about the desirable main objectives of EU company law as well as the relationship between company law and corporate governance. The commission is just as much interested in opinions on the future of the European legal forms for companies as it is in the ideas of the participants on the legal implementation of company law at the EU level. Answers regarding the way to handle a cross-border place of business are of interest, as is feedback on the issue of uniform rules for minimum equity requirements.

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