The Concept of the Shareholder in European Company Law

Abstract

European company law, i.e., all European Community statutes dealing with company law, has in the past been discussed from three different angles.It has firstly been regarded as falling within the auspices of the fundamental freedoms guaranteed by the EC Treaty, especially the freedom of establishment, by examining whether the national company law system is compatible with the provisions laid down in primary law. An example of this perspective is the passionate discussion on the questions whether and by what means the EC Treaty directly enables companies to transfer their seat within the European Union to another Member State and to what extent the involved Member States' international company law must take this European right of establishment into consideration. In his 1990 Ernst Rabel Memorial Lecture Wulf-Henning Roth related to his audience the pros and cons. Another example of the submission of national private law under the provisions of the EC Treaty is the question raised by Steindorff whether the national law-making authorities may set standards for shareholder and creditor protection that exceed the standards set by the EC harmonization directives. This field of academic examination of European company law aims primarily at the interpretation and effectiveness of the fundamental freedoms guaranteed by the EC Treaty.