Key Problems of Company Law and Corporate Governance in Europe – Introductory Remarks on the Meeting of the Friends of the Hamburg Max Planck Institute, June 12, 2004

Abstract

A decade ago, European company law was considered the ailing man of Europe. European harmonization of company law was at a deadlock, partly (but not only) because of the issue of labor co-determination in the board room, so dear to German unions and government but so unwelcome and foreign to governments, enterprises, and even trade unions in other member states. Even company law reform in the various member states progressed only one step at a time while more fundamental revisions lagged, though in some countries, in particular in the United Kingdom, a thorough company reform preparation process had begun, and in other countries similar needs were being articulated by academics. The European Commission pursued its goal through the European Company (Societas Europaea), which it fi nally reached on October 8, 2001, after many detours and incredible ob stacles and horse deals. Some of these reached the level of fantasy novels that linked the European Private Company with Gibraltar and terrorism. When the European Company Statute was finally complete and the smoke of the cannons had cleared, however, disillusionment arose as it became clear that the lack of a European solution for the tax law problem was a severe draw back for the new European company law form. For Germany in particular, the compromise on labor co-determination was a Pyrrhic victory since it amounted to a de facto guarantee for the most far-reaching German model