Two Lessons in Company Law for Europe - The Scandinavian Experience of Harmonisation

Abstract

The Scandinavian countries have traditionally cooperated in different legislative areas, although lately to lesser extent. One of the most important examples is the Contract Law in Denmark, Norway and Sweden from the early 20th century. Less well known is the cooperation in company law, which took place over a long period of time, resulting in similar company laws in Denmark, Finland, Norway and Sweden in the 1970-ties. While these laws showed a high degree of uniformity, the initially intended very high degree of uniformity was never obtained. More recent company laws have less similarity, but are still influenced by the laws from the 1970-ties.The experience in the Scandinavian countries illustrates particularly well the problems related to harmonisation of company law. Although the difficulties were alleviated by the fact that the program took place on small scale, with few countries involved, and with large similarities in cultural, social and political environment, did hardship several times turn set goals into dreams. The EU with its current 27 Member States and their differences, in similar aspects, have faced and will continue to face far greater problems in harmonising company law, as well as other areas of law. Some of those difficulties can be addressed easily, some may not be addressed that easily. We think that knowledge of the Scandinavian countries and their history in this respect can provide some guidelines for possible solutions for harmonization. Despite the cooperation in company law, the Scandinavian countries have adopted different regulatory strategies because of political and other factors. Significant differences have occurred in the extent and type of regulation used, but also between those countries that use one law for the regulation of companies and those that use, or have used, two laws for the regulation of companies.Over time the Scandinavian countries have illustrated several legal strategies for company regulation. We believe that the Scandinavian countries and their use of different regulatory strategies are interesting examples in the making of law. It is the intention of this article to test the rationality of the Scandinavian legislators’ strategies, whereby smaller companies are regulated. In section C, we will present the solutions taken by the Scandinavian legislators, in a historical perspective and reflect these against the Theoretical Optimal Solution presented in the next section B. It is the further intention to discuss different strategies for achieving harmonization of company laws, as such strategies have affected company laws of the Scandinavian countries.