Shares in the EMCA:

Abstract

The most interesting proposal in the draft European Model Companies Act ( EMCA) concerning shares and the focus of this Article is the recommendation to introduce true no par value shares, as they have been in use in the US for many years and were introduced in Australia, New Zealand but also Finland more recently. Contrary to what has often been assumed, the 2nd EU Company Law Directive does not preclude no par value shares. There is nothing in the wording of the Directive to suggest otherwise, and the reference in the Directive to shares without a nominal value is a reference to Belgian law, which has allowed true no par value shares in all but name since at least 1913. EU member states could therefore introduce such shares even for public companies. True no par value shares offer a far more flexible framework in case of capital increases or mergers, but since under a no par value system there is no link between par value and shareholder rights, additional disclosure about these rights might be warranted under a no par value system. Traditional par value shares offer no protection to creditors, shareholders or other stakeholders, so that their abolition should not be mourned. The threat of new share issues at an unacceptably high discount is more efficiently countered by disclosure and shareholder decision rights.