Corporate Law Rules in Emergency Times Across Europe

Abstract

This paper explores corporate law rules adopted in some European states amidst the COVID-19 pandemic, in order to track the major reform trends and consider how corporate law in Europe has adjusted to the emergency. The analysis focuses primarily on the U.K., Germany, France, Italy and Spain; occasionally, depending also on the relevant rules actually introduced by the states, other systems are considered as well.

The paper groups the emergency measures into three main categories that include rules aimed at facilitating shareholders’ meetings and meetings of the board of directors, rules relaxing directors’ duties and liability and giving directors some leeway as companies face unprecedented challenges and uncertainties, and rules designed to support corporate liquidity.

The analysis shows that while some points of similarity exist among the emergency rules considered, there are nevertheless numerous differences in their nature, scope, technicalities, and also timing. These differences emphasize a lack of coordination at the European level. The discussion also sheds light on the potential of some emergency measures to call traditional corporate law rules into question and last in what will be the new normal after the crisis.

Keywords: Emergency, reform, law, company, corporations, bankruptcy, directors, liability, shareholders, meetings, dividends, financial statements, liquidity, financing, pandemic, COVID-19, coronavirus, Europe, U.K., Germany, France, Italy, Spain