The European Company Law Action Plan Revisited: Reassessment of the 2003 priorities of the European Commission

The European Company Law Action Plan Revisited: An Introduction

– 9 – The European Company Law Action Plan Revisited: An Introduction Klaus J. Hopt1 “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, with the goal of undertaking education and research in the field of company, association, and financial law. In doing so, Professor Ronse was a pioneer and a visionary.2 We must remember that in the early 1980s the slogan of “Eurosclerosis” was circulating, the Delors Commission with its White Book on the Completion of the Internal Market of 1985 was far from completing its turnaround, and on 20 September 1988, Margaret Thatcher gave her widely noted speech in Bruges declaring Europe to be a mere “family of nations.” At that time European company law was in its infancy, and it did not seem to be a promising child. But Professor Ronse’s vision came true, and the Ronse Institute accompanied this growth with its activities. The cumulative list of publications from the company law group at KULeuven and its Ronse Institute is truly impressive.3 The title of one of the last publications by Professor Koen Geens, our host today, asks “Quo vadis ius societatum?”4 The topic of this conference has much in common with what has just been recalled. On 4 July 2001, the unheard of happened: the European Parliament voted down the draft Thirteenth Directive by 273 to 273 votes, thereby provoking an institutional crisis. It was Commissioner Bolkestein who pointed 1 Professor of Law and former Director of the Max Planck Institute for Comparative and International Private Law in Hamburg, member of the High Level Group of Company Law Experts of the European Commission. This introduction is based on the introductory speech delivered at the conference on “The European Company Law Action Plan 2003 Revisited” on 9 January 2009 in Leuven on the occasion of the 20th anniversary of the Jan Ronse Institute. The introductory character of the speech has been maintained, and references to the contributions made to this conference and reprinted in an updated version in this book have been added, as well as some footnotes for further reading. 2 Cf. Gebruykt dese mynen arbeit tot uwen besten - Miscellanea Jan Ronse, Biblo, Kalmthout, 2009, 670 pp. and the academic session commemorating Professor JAN RONSE (1921-1988) / Academische zitting in herinnering aan Professor Jan Ronse (1921-1988), chair: WALTER VAN GERVEN , lectures by JAAP WINTER on “Moving forward EU Corporate Governance and Company Law” / “Voortgang maken met Corporate Governance en het Vennootschapsrecht in Europa” and by JO VANDEURZEN on “The message of Professor Jan Ronse for the lawyers of tomorrow” / “De boodschap van Professor Jan Ronse voor de juristen van morgen”, at KULeuven on 9 January 2009. Cf. also J. WINTER, “Jus Audacibus. The future of EU company law”, in M. Tison/ H. de Wulf/C. van der Elst/R. Steennot, eds., Perspectives in Company Law and Financial Regulation. Essays in Honour of Eddy Wymeersch, Cambridge (Cambridge University Press) 2009, p. 43. 3 www.law.kuleuven.be/jri 4 K. GEENS, “200 jaar vennootschapsrecht in perspectief: quo vadis ius societatum?”, Tijdschrift voor Privaatrecht, 2007, 73. – 10 – the way ahead by convening the High Level Group of Company Law Experts as his first step towards the Company Law Action Plan 2003.5 I shall resist the temptation to dwell on the history, content, and aftermath of the Action Plan,6 though I myself and other friends who are present today were members of the High Level Group. Instead, I want to approach the key question of today: What are the chances for the Action Plan to be as successful in the long run as the Ronse Institute has been within its sphere of action? This is by no means certain. It is true that the two Group reports on the Takeover Directive and the Action Plan received unusually wide attention throughout the Union and beyond. The first stage with the short-term actions has been completed, with the notable exception of the Fourteenth Directive on cross-border transfer of seat. But the medium-term stage has been halted by Commissioner McCreevy, and the only long-term action of the plan, the possible introduction into the Second Directive of an alternative regime, has been called off. It is a rough time, and not only...