Modernisation of Company Law and Enhancement of Corporate Governance

Conference on “European Company Law: the way forward” in Brussels on 16–17 May 2011

The Conference brought together practitioners and scholars from a variety of backgrounds to discuss key company law issues, with a view to taking stock of the state of play and reflecting on possible steps to take in the future.

• Programme
• Additional information
• Report of the Reflection Group on the Future of European Company Law

You can see the recordings of the Conference via the links below.
The streaming is compatible with Windows and Internet Explorer only.

• Day 1 - 16.05.2011
  
• Day 2 - 17.05.2011
  • Morning session (09.00 - 12.00)
  • Afternoon session (14.00 - 17.00)

Presentations

• Commissioner Michel Barnier
• Dr. Róbert Répassy
• Klaus-Heiner Lehne MEP

Panel: "Purpose and tools of European Company Law"

• Luca Enriques
• Stanislaw Soltysinski
• Joëlle Simon
• Robbert H. van het Kaar

Panel: "Corporate mobility and European Company Law"

• Jesper Lau Hansen
• Didier Kling Report
• Antonio Perdices Huetos
• Sigurt Vitols
• András I. Hanák

Presentation: "European Model Company Act"

• Paul Krüger Andersen
• Paul Davies

Panel: "Services and Company Law"

• Mark Stobbs
• Miguel Fernández Díez

Panel: "Workers' Participation"

• Martin Henssler
• Jonas Malmberg

Panel: "Tax and Company Law"

• Olivier Boutellis-Taft
• Georg Geberth

Panel: "Groups of companies and the current European Company Law framework"

• Pierre-Henri Conac
• Francesco Chiappetta
• Vanessa Knapp OBE
• Leena Linnainmaa
• Blanaid Clarke

The Communication from the Commission

The Communication “Modernising Company Law and Enhancing Corporate Governance in the European Union – A Plan to Move Forward” is the Commission’s response to:

• the Final Report of the High Level Group of Company Law Experts chaired by Jaap Winter, presented on 4 November 2002, which focused on corporate governance in the EU and the modernisation of European Company Law;
• the Competitiveness Council of 30 September 2002 which invited the Commission to organise an in-depth discussion on the forthcoming report and to develop – in co-ordination with Member States – an Action Plan for Company Law; and
• the European Council of 20 and 21 March 2003 that confirmed the need for adoption of the Action Plan by the Commission.

The Communication explains why the European regulatory framework for company law and corporate governance needs to be modernised. Indeed, new initiatives, aiming either at modernising the existing European Union company law instruments or at completing the European Union framework with a limited number of new, tailored instruments, are needed for the following reasons: the damaging impact of recent financial scandals, the growing trend of European companies to operate cross-border in the Internal Market, the continuing integration of European capital markets, the rapid development of new information and communication technologies, and the enlargement of the European Union to 10 new Member States.

In this context, the Communication defines the key policy objectives which should inspire any future action to be taken at European Union level in these areas. The main objectives pursued by the Commissions’ Action Plan are:

1. to strengthen shareholder rights and third party protection, with a proper distinction between categories of companies, and
2. to foster efficiency and competitiveness of business, with special attention to some specific cross-border issues.

The Action Plan is based on a comprehensive set of proposals, grouped under six important chapters: corporate governance, capital maintenance and alteration, groups and pyramids, corporate restructuring and mobility, the European Private Company, cooperatives and other forms of enterprises. According to both the conclusions adopted by the Competitiveness Council on 30 September and the Final Report presented by the High Level Group, the Action Plan consists of legislative and non legislative proposals, as appropriate.

Public consultation on the Commission Action Plan

The Action Plan set out in Commision Communication COM(2003)284 was open to public consultation for three months up until 31.8.2003. To see a synthesis of the comments received you can consult the documents below.

• Commission announces results of consultation on Action Plan (21.11.2003)
• Synthesis of the responses to the Commission’s Action Plan: A working document of DG Internal Market.
  

Background documents

The consultative document of the High Level Group of Company Law Experts

• The text of the consultation (consultation closed on 21.06.2002)