European Company Law Experts' Response to the European Commission’s Green Paper 'The EU Corporate Governance Framework'
Paul L. Davies
University of Oxford- Faculty of Law
Klaus J. Hopt
Max Planck Institute for Comparative and International Private Law; European Corporate Governance Institute (ECGI)
Guido A. Ferrarini
University of Genoa - Law School; European Corporate Governance Institute (ECGI)
Sorbonne Law School
Komisja Kodyfikacyjna Prawa Cywilnego; Sołtysiński Kawecki & Szlęzak, Legal Advisors
Jaap W. Winter
University of Amsterdam; Vrije Universiteit Amsterdam
Ghent University - Financial Law Institute; ECGI
July 22, 2011
This paper constitutes the European Company Law Experts' response to the European Commission’s Green Paper “The EU Corporate Governance Framework”. The paper contains responses to the individual questions put forward by the Commission as well as an introductory statement. In this statement we first set out briefly the rationale for having rules on corporate governance, whether those rules are determined at national or EU level and whether they are contained in hard or soft law. We then consider the rationale for taking action at EU level. Thirdly, we make a suggestion as to how the choice between hard and soft law should be made. Fourth, we consider the overall implications of the previous arguments for the division of rule-making between the EU and Member States.
Number of Pages in PDF File: 24
Keywords: corporate governance, European company law, boards, shareholder activism, corporate governance codes, comply or explain
JEL Classification: G34, K20, K22
Date posted: August 20, 2011
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