Perspectives on Group Corporate Governance and European Company Law

Abstract

The need to introduce principles concerning the governance of corporate groups at the European Community level is what underlies the Action Plan of the European Commission (Communication from the Commission to the Council and the European Parliament of 21 May 2003). At the same time, the report of the Reflection Group deals extensively with the issue of EU intervention regarding groups of companies. Beginning with some theoretical premises and the experience of a cross-border group (i.e. the Pirelli Group), the proposal presented below is both a continuation of the basic guidelines of the documents mentioned above and a first response to the “Consultation on the future of European Company Law”, launched by the European Commissions, with the objectives of extending the issue’s framework and to define new legislative paradigma and conceptual models. More specifically, what it is proposed is the introduction of a number of uniform general principles for “group corporate governance”, the essential purpose of which is to improve the “flexibility of the management of groups in their international business activities”.