European Comparative Company Law

Company law is undergoing fundamental change in Europe. All European countries have undertaken extensive reform of their company legislation. Domestic reform has traditionally been driven by corporate failures or scandals. Initiatives to make corporate governance more effective are a feature of recent European law reform, as are measures to simplify and ease burdens on smaller and medium-sized businesses (SMEs). An increasing EU harmonisation is taking place through the Company Law Directives, and the free movement of companies is also facilitated by the case law of the European Court of Justice on the directives and the right to free movement and establishment in the EC Treaty. New European corporate forms such as the European Economic Interest Grouping (EEIG) and the European Company (SE) have added new dimensions. At a time of rapid development of EU and national company laws, this book will aid the understanding of an emerging discipline.

1. The emerging discipline of European company law; 2. EC company law and comparative company law: some methodological problems; 3. Formation of companies (also including the free movement, Centros type problems); 4. Forms of business organisation; 5. Management and control; 6. Share and loan capital; 7. Protection of minority rights; 8. Employee participation; 9. Groups of companies; 10. Mergers, divisions, acquisitions and take-overs, and their cross-border aspects; 11. Investor protection and the regulation of insider trading; 12. Corporate insolvency.

Recent attempts to harmonise company law within the EU have led to major reform. Using seven countries as case studies, this 2009 examination of European company law takes into account reform, EU harmonisation, the case law of the European Court and the extensive action plan adopted by the European Commission.