EU Company Law: EU Company Law: Introduction and Introduction and

SourcesSourcesDoc dr Tatjana Jevremović Doc dr Tatjana Jevremović

PetrovićPetrović

General worksGeneral works Vanessa Edwards, Vanessa Edwards, EC Company Law, EC Company Law, Clarendon Press, Oxford, Clarendon Press, Oxford,

1999.1999. Stefan Grundmann, Stefan Grundmann, European Company Law: Organization, Finance European Company Law: Organization, Finance

and Capital Marketsand Capital Markets, Intersentia, Antwerpen – Oxford, 2007., Intersentia, Antwerpen – Oxford, 2007. ЕЕrik Werlauff, rik Werlauff, EU-Company Law: Common business law of 28 EU-Company Law: Common business law of 28

statesstates, 2nd edition, DJØF Publishing, Copenhagen, 2003., 2nd edition, DJØF Publishing, Copenhagen, 2003. Adriaan Dorresteijn, Tiago Monteiro, Christoph Teichmann, Erik Adriaan Dorresteijn, Tiago Monteiro, Christoph Teichmann, Erik

Werlauff, Werlauff, European Corporate LawEuropean Corporate Law, second edition, Kluwer Law , second edition, Kluwer Law International, Alphen aan den Rijn, 2009.International, Alphen aan den Rijn, 2009.

МаМаds Andenas, Frank Wooldridge, ds Andenas, Frank Wooldridge, European Comparative Company European Comparative Company Law, Law, Cambridge University Press, Cambridge, 2009.Cambridge University Press, Cambridge, 2009.

Mathias Habersack, Mathias Habersack, Europäisches GesellschaftsrechtEuropäisches Gesellschaftsrecht, 3. Auflage, , 3. Auflage, Verlag C.H. Beck, München, 2006.Verlag C.H. Beck, München, 2006.

Marcus Lutter, Walter Bayer, Jessica Schmidt, Marcus Lutter, Walter Bayer, Jessica Schmidt, Europäisches Europäisches Unternehmens- und Kapitalmarktrecht: Grundlagen, Stand und Unternehmens- und Kapitalmarktrecht: Grundlagen, Stand und Entwicklung nebst Texten und MateralienEntwicklung nebst Texten und Materalien, 5. Auflage, De Gruyter, , 5. Auflage, De Gruyter, Berlin – Boston 2012Berlin – Boston 2012..

Guido Guido FerrariniFerrarini, , Klaus J. Hopt, Japp Winter and Eddy Wymeersch Klaus J. Hopt, Japp Winter and Eddy Wymeersch (eds.), (eds.), Reforming Company and Takeover Law in Europe,Reforming Company and Takeover Law in Europe, Oxford Oxford University PressUniversity Press, , OxfordOxford, 2004, 2004..

Introduction to the EU Introduction to the EU LawLaw

Founding treaties:Founding treaties: European Coal and Steel CommunityEuropean Coal and Steel Community 1951-1951-

2002.2002. European (Economic) Community 1958.European (Economic) Community 1958. European Atomic Energy Community 1958.European Atomic Energy Community 1958. Single European Act (1986)Single European Act (1986) EU (since Maastricht Treaty 1992)EU (since Maastricht Treaty 1992) Nice Treaty 2000Nice Treaty 2000 Lisbon Treaty 2007Lisbon Treaty 2007

Internal (Single) MarketInternal (Single) Market Main task: Main task: Establishing a Common Market, later

Single and Internal Market Goals and tasks:Goals and tasks:

Establishment of the economic and monetary UnionEstablishment of the economic and monetary Union Implementation of the common policies or activities Promotion throughout the Community of harmonious,

balanced and sustainable development of economic activities, a high level of employment and of social protection, equality between men and women, sustainable and noninflationary growth, a high degree of competitiveness and convergence of economic performance, a high level of protection and improvement of the quality of the environment, the raising of the standard of living and quality of life, and economic and social cohesion and solidarity among Member States.

Internal (Single) MarketInternal (Single) Market Its activities include, among other things:

An internal market characterised by the abolition, as between Member States, of obstacles to the free movement of goods, persons, services and capital;

The approximation of the laws of Member States to the extent required for the functioning of the internal market

Company law – free movement of persons (and capital)

Capital markets and EU Securities Law

EU (Company) Law – EU (Company) Law – SourcesSources

Primary sourcesPrimary sources Founding TreatiesFounding Treaties Conventions between MSConventions between MS EU and third countries and EU and third countries and

International Organizations International Organizations AgreementsAgreements

EU (Company) Law – EU (Company) Law – SourcesSources

Secondary sourcesSecondary sources RegulationsRegulations DirectivesDirectives DecisionsDecisions RecommendationsRecommendations and Opinions and Opinions Other sourcesOther sources ECJ decisions ECJ decisions – not official and formal, but – not official and formal, but

truly influential source of the EU Law. truly influential source of the EU Law. Important interpretative role in company Important interpretative role in company lawlaw

Especially important for interpretation of the primary Especially important for interpretation of the primary establishmentestablishment

EU Company Law – EU Company Law – Primary sourcesPrimary sources

(Treaty Establishing the EC) Treaty on the (Treaty Establishing the EC) Treaty on the Functioning of the EUFunctioning of the EU Art. 49 (43) Right of the establishmentArt. 49 (43) Right of the establishment

Free movement of companies to other MS (entering and doing business Free movement of companies to other MS (entering and doing business in another MS)in another MS)

Art. 50 (44), 2, gArt. 50 (44), 2, g Council and EP acting by means of DirectivesCouncil and EP acting by means of Directives Coordination of Coordination of the safeguards which, for the protection of the

interests of members and others, are required by Member States of companies or firms with a view to making such safeguards equivalent throughout the EU

Art. 54 (48) Definitions: company, nationality of the company Art. 293 (Conventions) – abolished Art. 352 (308) and 114 (95) – adoptation of the measures for

the approximation of the provisions laid down by law, regulation or administrative action in Member States which have as their object the establishment and functioning of the internal market.

EU Company Law – EU Company Law – Secondary sourcesSecondary sources

DirectivesDirectives Regulations – directly applied in MS lawsRegulations – directly applied in MS laws

Creation of “european” company formsCreation of “european” company forms RecommendationsRecommendations ECJ Decisions (ECJ Decisions (Segers, Daily Mail, Centros, Segers, Daily Mail, Centros,

Uberseering, Inspire Art, Sevic, Cartesio, ValeUberseering, Inspire Art, Sevic, Cartesio, Vale)) Interpretation of Treaty provisions (most important) Interpretation of Treaty provisions (most important)

and secondary sourcesand secondary sources (Conventions) obsolete(Conventions) obsolete

Mutual recognition of companiesMutual recognition of companies Cross-border mergersCross-border mergers Cross-border transfer of companies’ seatCross-border transfer of companies’ seat

Model rulesModel rules European Model Company Act European Model Company Act

EU Company LawEU Company Law

There is no systematic European There is no systematic European Company LawCompany Law

Provisions concerning different Provisions concerning different issues of Company Lawissues of Company Law

EU Company LawEU Company Law Phase 1: Phase 1: From 1968. to 2000.From 1968. to 2000. HarmonisationHarmonisation Effects of the harmonised rules are equivalent in Effects of the harmonised rules are equivalent in

all MS (free choice of form and method of all MS (free choice of form and method of implementarion)implementarion)

In the begining harmonisation defined In the begining harmonisation defined provisionsprovisions for certain issues, later basic principles for certain issues, later basic principles introduced introduced minimum standards minimum standards and made and made possible cross-border activities.possible cross-border activities.

Problems of harmonisation : concept, Problems of harmonisation : concept, competence (subsidiarity), legitimacy, lack of competence (subsidiarity), legitimacy, lack of modernisation and ability to evolvemodernisation and ability to evolve

EU Company LawEU Company Law Phase 2: From Action plan onwardsPhase 2: From Action plan onwards

Harmonisation concerning company’s mobility Harmonisation concerning company’s mobility Simplification of rulesSimplification of rules English law vs. Continental (German) lawEnglish law vs. Continental (German) law Different methods introduced Different methods introduced

(Recommendation)(Recommendation) Model rulesModel rules Competion of national legal systemsCompetion of national legal systems Competitiveness vs. Protection of interestsCompetitiveness vs. Protection of interests

EU Company LawEU Company Law Phase 3: Financial crisis – national Phase 3: Financial crisis – national

protectionism and “fortress Europe”protectionism and “fortress Europe” Responses to financial crisis and wealth funds Responses to financial crisis and wealth funds

from non-EU countriesfrom non-EU countries National and EU intervention National and EU intervention

In financial sectorIn financial sector Targeting non EU sovereign wealth fundsTargeting non EU sovereign wealth funds

(First) Company Law (First) Company Law DirectiveDirective

Directive 2009/101/EC of the European Parliament and of Directive 2009/101/EC of the European Parliament and of the Council of 16 September 2009 on coordination of the Council of 16 September 2009 on coordination of safeguards which, for the protection of the interests of safeguards which, for the protection of the interests of members and third parties, are required by Member States members and third parties, are required by Member States of companies within the meaning of the second paragraph of of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such Article 48 of the Treaty, with a view to making such safeguards equivalent (Text with EEA relevance)safeguards equivalent (Text with EEA relevance)(OJ L 258, 1.10.2009, p. 11–19)(OJ L 258, 1.10.2009, p. 11–19)

((First Council Directive 68/151/EEC of 9 March 1968 on co-First Council Directive 68/151/EEC of 9 March 1968 on co-ordination of safeguards which, for the protection of the ordination of safeguards which, for the protection of the interests of members and others, are required by Member interests of members and others, are required by Member States of companies within the meaning of the second States of companies within the meaning of the second paragraph of Article 58 of the Treaty, with a view to making paragraph of Article 58 of the Treaty, with a view to making such safeguards equivalent throughout the Communitysuch safeguards equivalent throughout the Community)) Nullity of the companiesNullity of the companies Disclosure and publication of certain informations and Disclosure and publication of certain informations and

documentsdocuments Third party responsibilityThird party responsibility

(Second) Company Law (Second) Company Law DirectiveDirective

Directive 2012/30/EU of the European Parliament and of the Council of Directive 2012/30/EU of the European Parliament and of the Council of 25 October 2012 on coordination of safeguards which, for the protection 25 October 2012 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of companies within the meaning of the second paragraph of Article 54 of the Treaty on the Functioning of the European Union, in respect of of the Treaty on the Functioning of the European Union, in respect of the formation of public limited liability companies and the maintenance the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards and alteration of their capital, with a view to making such safeguards equivalent Text with EEA relevanceequivalent Text with EEA relevance

Before: Before: Second Council Directive 77/91/EEC of 13 December 1976 in respect of the formation of public Second Council Directive 77/91/EEC of 13 December 1976 in respect of the formation of public limited liability companies and the maintenance and alteration of their capitallimited liability companies and the maintenance and alteration of their capital (modified on several (modified on several occasions, most important 2006)occasions, most important 2006)

Capital DirectiveCapital Directive Minimum capital requirementsMinimum capital requirements Capital modifications (increase and reduction)Capital modifications (increase and reduction) Distributions to shareholdersDistributions to shareholders Shares subscribed by companyShares subscribed by company Redemption of sharesRedemption of shares

Feasibility study on an alternative to the capital maintenance regime Feasibility study on an alternative to the capital maintenance regime established by the Second Company Law Directive 77/91/EEC of 13 established by the Second Company Law Directive 77/91/EEC of 13 December 1976 and an examination of the impact on profit distribution December 1976 and an examination of the impact on profit distribution of the new EU accounting regime, KPMG, January 2008. of the new EU accounting regime, KPMG, January 2008. http://ec.europa.eu/internal_market/company/capital/index_en.htmhttp://ec.europa.eu/internal_market/company/capital/index_en.htm

(Third) Company Law (Third) Company Law DirectiveDirective

Directive 2011/35/EU of the European of the European Parliament and of the Council of 5 April Parliament and of the Council of 5 April 2011 concerning mergers of public limited 2011 concerning mergers of public limited liability companiesliability companies

Before: Before: Third Council Directive Third Council Directive 78/855/EEC of 9 October 1978 based on Article 54(3)(g) of 9 October 1978 based on Article 54(3)(g) of the Treaty concerning mergers of public of the Treaty concerning mergers of public limited liability companies.limited liability companies. Modifications 2007, 2009Modifications 2007, 2009 Mergers (national)Mergers (national)

Fourth Company Law Fourth Company Law DirectiveDirective

Fourth Council Directive 78/660/EEC of Fourth Council Directive 78/660/EEC of 25 July 1978 based on Article 54 (3) (g) 25 July 1978 based on Article 54 (3) (g) of the Treaty on the annual accounts of of the Treaty on the annual accounts of certain types of companiescertain types of companies(OJ L 222, 14.8.1978, p. 11–31)(OJ L 222, 14.8.1978, p. 11–31)

Modifications Modifications 1990, 2001, 20031990, 2001, 2003, , 20062006 Annual accountsAnnual accounts

RepealedRepealed

Proposal for a Fifth Proposal for a Fifth Company Law DirectiveCompany Law Directive

Proposals from 1972, 1983, 1991.Proposals from 1972, 1983, 1991. Structure of public companies and Structure of public companies and

powers and obligations of their organs powers and obligations of their organs (internal organization of the company)(internal organization of the company)

Directive abandonedDirective abandoned Corporate governance – new Corporate governance – new

incentivesincentives

Sixth Company Law Sixth Company Law DirectiveDirective

Sixth Council Directive 82/891/EEC Sixth Council Directive 82/891/EEC of 17 December 1982 based on of 17 December 1982 based on Article 54(3)(g) of the Treaty, Article 54(3)(g) of the Treaty, concerning the division of public concerning the division of public limited liability companies.limited liability companies.

Modifications 2007, 2009Modifications 2007, 2009 DivisionsDivisions

Seventh Company Law Seventh Company Law DirectiveDirective

Seventh Council Directive Seventh Council Directive 83/349/EEC of 13 June 1983 based 83/349/EEC of 13 June 1983 based on the Article 54 (3) (g) of the Treaty on the Article 54 (3) (g) of the Treaty on consolidated accountson consolidated accounts(OJ L 193, 18.7.1983, p. 1–17)(OJ L 193, 18.7.1983, p. 1–17) Consolidated accounts (groups of Consolidated accounts (groups of

companies)companies)

Eight Company Law Eight Company Law DirectiveDirective

Eighth Council Directive 84/253/EEC of 10 April 1984 based on Article 54 of 10 April 1984 based on Article 54 (3) (g) of the Treaty on the approval of (3) (g) of the Treaty on the approval of persons responsible for carrying out persons responsible for carrying out the statutory audits of accounting the statutory audits of accounting documents documents Persons responsible for carrying out the Persons responsible for carrying out the

statutory audits of accounting documentsstatutory audits of accounting documents Abolished 2006.Abolished 2006.

Accounting directivesAccounting directives

Directive 2013/34/EU of the European Directive 2013/34/EU of the European Parliament and of the Council of 26 June Parliament and of the Council of 26 June 2013 on the annual financial statements, 2013 on the annual financial statements, consolidated financial statements and consolidated financial statements and related reports of certain types of related reports of certain types of undertakings, amending Directive undertakings, amending Directive 2006/43/EC of the European Parliament 2006/43/EC of the European Parliament and of the Council and repealing Council and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC Directives 78/660/EEC and 83/349/EEC Text with EEA relevanceText with EEA relevance

Proposal for a Proposal for a NinthNinth Company Law DirectiveCompany Law Directive

Groups of CompaniesGroups of Companies AbandonedAbandoned Exceptions: Exceptions:

Consolidated accounts (7th Company Law Directive)Consolidated accounts (7th Company Law Directive) Disclosure of financial and non-financial informationDisclosure of financial and non-financial information

Already exists for listed companies (IAS reports, disclosure Already exists for listed companies (IAS reports, disclosure within 13the Company Law Directive, annual statements)within 13the Company Law Directive, annual statements)

Coordinated group policyCoordinated group policy (Prevention of abusive pyramid groups of companies)(Prevention of abusive pyramid groups of companies) Protection of minority shareholders and creditorsProtection of minority shareholders and creditors

(Tenth) Directive on cross-(Tenth) Directive on cross-border Mergersborder Mergers

Directive Directive 2005/56/EC of the of the European Parliament and of the European Parliament and of the Council of 26 October 2005 on cross-Council of 26 October 2005 on cross-border mergers of limited liability border mergers of limited liability companies [Official Journal L 310 of companies [Official Journal L 310 of 25.11.2005, p. 1].25.11.2005, p. 1].

Modifications 2007, 2009Modifications 2007, 2009 Cross-border mergers are possibleCross-border mergers are possible

Eleventh Company Law Eleventh Company Law DirectiveDirective

Eleventh Council Directive 89/666/EEC Eleventh Council Directive 89/666/EEC of 21 December 1989 concerning of 21 December 1989 concerning disclosure requirements in respect of disclosure requirements in respect of branches opened in a Member State by branches opened in a Member State by certain types of company governed by certain types of company governed by the law of another Statethe law of another State(OJ L 395, 30.12.1989, p. 36–39)(OJ L 395, 30.12.1989, p. 36–39) BranchesBranches

Disclosure provisionsDisclosure provisions

(Twelfth) Company Law (Twelfth) Company Law DirectiveDirective

Directive 2009/102/EC of the European Directive 2009/102/EC of the European Parliament and of the Council of 16 Parliament and of the Council of 16 September 2009 in the area of company law September 2009 in the area of company law on single-member private limited liability on single-member private limited liability companies (Text with EEA relevance) companies (Text with EEA relevance)

Before: Before: Twelfth Council Company Law Directive 89/667/EEC of 21 December 1989 on single-member of 21 December 1989 on single-member private limited-liability companiesprivate limited-liability companies Single-member companiesSingle-member companies

(Thirteenth) Directive on (Thirteenth) Directive on take-over bidstake-over bids

Directive 2004/25/EC of the Directive 2004/25/EC of the European Parliament and of the European Parliament and of the Council of 21 April 2004 on takeover Council of 21 April 2004 on takeover bids (Text with EEA relevance)bids (Text with EEA relevance)(OJ L 142, 30.4.2004, p. 12–23)(OJ L 142, 30.4.2004, p. 12–23) Takeover bidsTakeover bids

Proposal for a (Fourteenth) Proposal for a (Fourteenth) Company Law Directive on Company Law Directive on transfer of the company’s transfer of the company’s

seatseat No official Proposal yetNo official Proposal yet Unofficial Proposal 1997Unofficial Proposal 1997 Impact Assessment with No-action Scenario Impact Assessment with No-action Scenario

adoptedadopted Impact assessment on the Directive on the cross-Impact assessment on the Directive on the cross-

border transfer of registered office, Commission border transfer of registered office, Commission Staff Working Document, Commission of the Staff Working Document, Commission of the European Communities, SEC(2007) 1707, Brussels European Communities, SEC(2007) 1707, Brussels 12.12.200712.12.2007; ; http://ec.europa.eu/governance/impact/ia_carried_http://ec.europa.eu/governance/impact/ia_carried_out/docs/ia_2007/sec_2007_1707_en.pdfout/docs/ia_2007/sec_2007_1707_en.pdf

New incentives: Report of the Reflection GroupNew incentives: Report of the Reflection Group ECJ JudgementsECJ Judgements

Shareholders rightsShareholders rights

Directive 2007/36/EC of the Directive 2007/36/EC of the European Parliament and of the European Parliament and of the Council of 11 July 2007 on the Council of 11 July 2007 on the exercise of certain rights of exercise of certain rights of shareholders in listed companiesshareholders in listed companies(OJ L 184, 14.7.2007, p. 17–24)(OJ L 184, 14.7.2007, p. 17–24)

Business registersBusiness registers

Directive 2012/17/EU of the European of the European Parliament and of the Council of 13 Parliament and of the Council of 13 June 2012 amending Council Directive June 2012 amending Council Directive 89/666/EEC and Directives 89/666/EEC and Directives 2005/56/EC and 2009/101/EC of the 2005/56/EC and 2009/101/EC of the European Parliament and of the European Parliament and of the Council as regards the interconnection Council as regards the interconnection of central, commercial and companies of central, commercial and companies registers Text with EEA relevance.registers Text with EEA relevance.

EEIGEEIG

Council Regulation (EEC) No Council Regulation (EEC) No 2137/85 of 25 July 1985 on the 2137/85 of 25 July 1985 on the European Economic Interest European Economic Interest Grouping (EEIG).Grouping (EEIG).

European Company – SEEuropean Company – SE

Council Regulation (EC) No Council Regulation (EC) No 2157/2001 of 8 October 2001 on the 2157/2001 of 8 October 2001 on the Statute for a European companyStatute for a European company

Council Directive 2001/86/EC of 8 Council Directive 2001/86/EC of 8 October 2001 supplementing the October 2001 supplementing the Statute for a European company Statute for a European company with regard to the involvement of with regard to the involvement of employees [Official Journal L 294, employees [Official Journal L 294, 10.11.2001].10.11.2001].

European Cooperative European Cooperative SocietySociety

Council Regulation (EC) No 1435/2003 Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a of 22 July 2003 on the Statute for a European Cooperative Society (SCE)European Cooperative Society (SCE)(OJ L 207, 18.8.2003, p. 1–24)(OJ L 207, 18.8.2003, p. 1–24)

Council Directive 2003/72/EC of Council Directive 2003/72/EC of 22 July 2003 supplementing the 22 July 2003 supplementing the Statute for a European Cooperative Statute for a European Cooperative Society with regard to the involvement Society with regard to the involvement of employeesof employees(OJ L 207, 18.8.2003, p. 25–36)(OJ L 207, 18.8.2003, p. 25–36)

Proposal for a European Proposal for a European Private CompanyPrivate Company

Proposal for a Council Regulation of Proposal for a Council Regulation of 25 June 2008 on the Statute for a 25 June 2008 on the Statute for a European Private CompanyEuropean Private Company (SPE) (SPE)

Proposal for a Council Regulation on Proposal for a Council Regulation on the Statute for a European the Statute for a European Foundation (FE) 2012Foundation (FE) 2012

Remuneration of Remuneration of DirectorsDirectors

2004/913/EC: Commission Recommendation of 14 2004/913/EC: Commission Recommendation of 14 December 2004 fostering an appropriate regime December 2004 fostering an appropriate regime for the remuneration of directors of listed for the remuneration of directors of listed companies Text with EEA relevancecompanies Text with EEA relevance(OJ L 385, 29.12.2004, p. 55–59)(OJ L 385, 29.12.2004, p. 55–59)

Commission recommendation Commission recommendation complementing complementing Recommendations 2004/913/EC and 2005/162/EC Recommendations 2004/913/EC and 2005/162/EC as regards the regimeas regards the regime for the remuneration of for the remuneration of directors of listed companiesdirectors of listed companies, 2009, 2009

Commission Recommendation of 30 April 2009 on Commission Recommendation of 30 April 2009 on remuneration policies in the financial services remuneration policies in the financial services sector (Text with EEA relevance)sector (Text with EEA relevance)(OJ L 120, 15.5.2009, p. 22–27)(OJ L 120, 15.5.2009, p. 22–27)

Board of directors Board of directors structurestructure

EC Commission Recommendation of EC Commission Recommendation of 15 February 2005 on the role of non-15 February 2005 on the role of non-executive or supervisory directors of executive or supervisory directors of listed companies and on the listed companies and on the committees of the (supervisory) committees of the (supervisory) board (Text with EEA relevance)board (Text with EEA relevance)(OJ L 52, 25.2.2005, p. 51–63)(OJ L 52, 25.2.2005, p. 51–63)

Future of the EU Future of the EU Company LawCompany Law

Final Report of the High Level Group of Final Report of the High Level Group of Company Law Experts chaired by Jaap Winter, Company Law Experts chaired by Jaap Winter, presented on 4 November 2002presented on 4 November 2002

21.05.200321.05.2003 Communication from the Communication from the Commission to the Council and the European Commission to the Council and the European Parliament – Parliament – ModernisingModernising Company Law and Company Law and Enhancing Corporate Governance in the Enhancing Corporate Governance in the European Union – A Plan to Move ForwardEuropean Union – A Plan to Move Forward (Action Plan 2003)(Action Plan 2003)

Report of the Reflection Group On the Future of Report of the Reflection Group On the Future of EU Company Law, 5 April 2011EU Company Law, 5 April 2011

Communication from the Commission – Action Communication from the Commission – Action Plan 2012.Plan 2012.

Future of the EU Future of the EU Company LawCompany Law

Report of the High Level group: Facilitating efficient and competitive

business in Europe Modern Company Law making Disclosure of information as a

regulatory tool Distinguishing types of companies Increased flexibility vs. tightening of

rules Modern technology

Future of the EU Future of the EU Company Law Company Law

Phase 2: Action plan of the Commission and ECJ decisionsPhase 2: Action plan of the Commission and ECJ decisions Policy objectives: Strengthening shareholders rights and third Policy objectives: Strengthening shareholders rights and third

party protection vs. fostering of efficiency and competitiveness of party protection vs. fostering of efficiency and competitiveness of businessbusiness

Harmonisation concerning company’s mobility and new European Harmonisation concerning company’s mobility and new European company forms.company forms.

Simplification of rulesSimplification of rules Modern corporate governance: Modern corporate governance:

Disclosure, Disclosure, Strenghtening shareholders’ rights, Strenghtening shareholders’ rights, Board of directors (disqualification, remuneration)Board of directors (disqualification, remuneration) Capital rules (modernisation) and creditor protectionCapital rules (modernisation) and creditor protection

Groups of companiesGroups of companies

Different methods introduced (Recommendations, model rules)Different methods introduced (Recommendations, model rules) Competion of national legal systemsCompetion of national legal systems

Similar goals underlined in the Report of the Reflection Similar goals underlined in the Report of the Reflection Group (2011) Group (2011)

Further readingFurther reading Report of the High Level Group of Company Law Experts on a Modern Report of the High Level Group of Company Law Experts on a Modern

Regulatory Framework for Company Law in EuropeRegulatory Framework for Company Law in Europe, Brussels, 4 November , Brussels, 4 November 2002. 2002. http://ec.europa.eu/internal_market/company/modern/index_en.htm#backgrhttp://ec.europa.eu/internal_market/company/modern/index_en.htm#background ound

Communication from the Commission to the Council and the European Communication from the Commission to the Council and the European Parliament: Modernising Company Law and Enhancing Corporate Parliament: Modernising Company Law and Enhancing Corporate Governance in the European Union – A Plan to Move ForwardGovernance in the European Union – A Plan to Move Forward, Commission , Commission of the European Communities, Brussels, 21.5.2003., COM (2003) 284 final. of the European Communities, Brussels, 21.5.2003., COM (2003) 284 final. http://ec.europa.eu/internal_market/company/modern/index_en.htm http://ec.europa.eu/internal_market/company/modern/index_en.htm

Report of the Reflection Group On the Future of EU Company LawReport of the Reflection Group On the Future of EU Company Law, , Brussels, 5 April 2011, Brussels, 5 April 2011, http://ec.europa.eu/internal_market/company/docs/modern/reflectiongroup_http://ec.europa.eu/internal_market/company/docs/modern/reflectiongroup_report_en.pdfreport_en.pdf, , 7.11.2011.7.11.2011.

Communication from the Commission – Action Plan 2012.Communication from the Commission – Action Plan 2012. http://ec.europa.eu/internal_market/company/modern/index_en.htm#actionphttp://ec.europa.eu/internal_market/company/modern/index_en.htm#actionplan2012lan2012

European Commission – Internal market – Company Law – European Commission – Internal market – Company Law – Modernisation of Company Law and Enhancement of Corporate Modernisation of Company Law and Enhancement of Corporate Governance Governance http://ec.europa.eu/internal_market/company/modern/index_en.hhttp://ec.europa.eu/internal_market/company/modern/index_en.htm tm