Spirit of Corporate Law

Reading the Company Law Action Plan of the European Commission (issued in May 2003), it is impossible not to gain the impression that European company law policy is focused on listed companies, and that their efficiency will be enhanced, if possible, by means of State competition, and only out of ne [...]
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Reading the Company Law Action Plan of the European Commission (issued in May 2003), it is impossible not to gain the impression that European company law policy is focused on listed companies, and that their efficiency will be enhanced, if possible, by means of State competition, and only out of necessity by means of harmonization. The same is true of the new Action Plan on European company law and corporate governance (issued in December 2012). This book adopts a different approach, based first of all on the fact that, throughout Europe, only a small number of corporations are listed at all - the reality of corporate law is dominated by small and medium-size enterprises. Therefore, legal standards pertaining to control transactions or investor protection and other topics of capital market law are not part of the core principles of corporate law. The question is not how to best protect the interests of shareholders, but rather the interests of all parties affected by a firm's activities, including its creditors and third parties. The Treaty on the Functioning of the European Union is a reminder not to forget this, especially when drawing the attention of the legislator to directives safeguarding "the protection of the interests of members and others" (art. 50). The book focuses on the perspective of key jurisdictions in continental Europe - such as Austria, France, Germany, Italy, Spain, and Switzerland - while also analyzing seminal developments in the Netherlands, Portugal, and the Scandinavian countries.