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The European Company Law Action Plan Revisited

Reassessment of the 2003 priorities of the European Commission

Koen Geens, Klaus J. Hopt (eds)

Publication Year: 2010

The harmonisation of company law has always been on the agenda of the European Union. Besides the 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. In fact, the fear of the Netherlands becoming the ‘Delaware of Europe' (in terms of competition among Member States) seemed real, until, ironically, at the beginning of the 21st century, it was the privilege of the Dutch (and the Danish) state to fail in making the abuse argument before the European Court of Justice. The Court was apparently at ease since comparative law research had shown that the U.S. model of state competition was more fruitful than harmful: Delaware had, among U.S states, developed the most sophisticated corporate law, and nurtured the country's most experienced company law judges. Therefore the Commission felt ready to refocus its company law strategy. On the basis of the so-called Winter Group Report, it wrote its Company Law Action Plan, which was issued on 21 May 2003. Now, six years later, a revisit is appropriate. In this volume researchers of the Jan Ronse Institute for Company law of the Katholieke Universiteit Leuven present five papers 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. The conclusion of the book is written by Jaap Winter.

Published by: Leuven University Press

Title Page, Copyright

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pp. 1-4

Table of Content

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pp. 5-6

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Preface

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pp. 7-8

The harmonisation of company law has been constantly on the agenda of the European Union. With a view to protecting the interests of third parties and of participants in legal persons, Article 44(2)(g) of the Treaty of Rome prescribed the coordination of the guarantees required from such legal persons. ...

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The European Company Law Action Plan Revisited: An Introduction

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pp. 9-24

“The European Company Law Action Plan 2003 Revisited” is an excellent topic for celebrating the 20th anniversary of the Jan Ronse Institute at the Catholic University of Leuven. The Institute was founded in 1988 by the late Professor Jan Ronse, a highly renowned authority on Belgian and Dutch company law, ...

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I. Reforming Legal Capital: Harmonisation or Fragmentation of Credit or Protection?

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pp. 25-60

Legal capital once was the cornerstone of creditor protection in European limited liability companies but has been strongly criticised over the last decade. The European Action Plan 2003 announced a feasibility study to examine possible alternatives. This paper provides an overview of the current debate on legal capital and of the most important alternative regimes ...

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Transcripts of Capital and Creditor Protection Session

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pp. 61-78

The current situation of creditor protection is not optimal. The Second Directive for public companies imposing restrictive rules as to capital formation and capital maintenance does not provide adequate creditor protection. The capital requirements are not linked to the future business of the company ...

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II. Corporate Governance in a European Perspective

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pp. 79-124

Corporate governance has become an important issue at European level. Indeed, on the basis of the Winter Report, the Commission launched several initiatives aimed at enhancing corporate governance disclosure, the exercise of shareholders’ rights and the independence of the board of directors. The question arises to what extent the European legislator should take action. ...

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Transcripts of Corporate Governance Session

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pp. 125-144

The problem with independent directors is twofold. First, they are often ill-informed and not knowledgeable about the business of the company. Second, even if they are informed, it requires a great deal of courage to stand up against the executives and challenge their proposals, especially if the executives are very powerful. ...

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III. One Share One Vote: Fairness, Efficiency and EU Harmonisation Revisited

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pp. 145-190

One of the most controversial aspects of the Company Law Action Plan of 2003 was the European Commission’s ambition to establish real shareholder democracy and to impose the principle of proportionality between capital and control – One Share One Vote (1S1V) – for listed companies in the EU. ...

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Transcripts of One Share, One Vote Session

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pp. 191-208

The group first focused on the speakers’ proposition that, by introducing the mandatory bid rule (MBR) in the Thirteenth Company Law Directive, the EU “chose clearly for a dispersed shareholder structure”. The respondent and the intervening speakers seemed to agree that no such conscious decision was taken at EU level. ...

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IV. Belgian and European Accounting Law 30 years after the Fourth EC Directive. A route planner in a landscape scattered with (a growing number of) crossroads

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pp. 209-270

Although financial reporting is, strictly speaking, not included in the Action Plan of the European Commission of 21 May 2003 on “Modernising company law and enhancing corporate governance within the European Union”, the objectives of the Action Plan can only be achieved by means of a “fully integrated approach”. ...

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Transcripts of Financial Reporting Session

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pp. 271-286

Financial reporting is a technique through which the financial situation of an entity is communicated to a broader audience. At present we are living in a complex world and we cannot expect financial reporting to be very simple. ...

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V. Corporate Mobility

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pp. 287-330

Starting from the right of primary and secondary establishment embedded in the EC Treaty, and the presence, throughout the Member States of the European Union, of two possible connecting factors that have equally been recognized in the EC Treaty, this paper aims at analysing and systematizing the current understanding of the concept of “corporate mobility” ...

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Transcripts of Corporate Mobility Session

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pp. 331-344

When discussing the topic amongst ourselves in the workgroup, we discovered that we were as divided as a “real seat” adept and an “incorporation seat” adept can possibly be. ...

Transcript of Panel Debate

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pp. 345-356

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The European Union’s Involvement in Company Law and Corporate Governance

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pp. 357-376

It was an honour to speak at the special commemoration of Professor Jan Ronse on the occasion of the conference on the European Company Action Plan of 2003 organised by the Jan Ronse Institute, chaired by Professor Walter van Gerven and in the presence of former Minister of Justice Van Deurzen and of the Ronse family. ...


E-ISBN-13: 9789461660084
Print-ISBN-13: 9789058678058

Page Count: 376
Publication Year: 2010

Research Areas

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Subject Headings

  • Corporation law -- European Union countries.
  • Corporate governance -- European Union countries.
  • Law -- European Union countries -- International unification.
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