The European Model Company Law Act Project

19 Pages Posted: 2 Apr 2008

See all articles by Theodor Baums

Theodor Baums

J.W. Goethe University, Frankfurt/Main; European Corporate Governance Institute (ECGI)

Paul Krüger Andersen

Aarhus University - Department of Law, Business and Social Sciences

Date Written: March 1, 2008

Abstract

The paper describes the European Model Company Law Project. Last year, a commission was formed on the initiative of the authors with the goal of drafting a European Model Company Law Act (EMCLA). This project aims neither to force a mandatory harmonization of national company law nor to create a further, European corporate form. The goal is rather to draft model rules for a corporation that national legislatures would be free to adopt in whole or in part. Thus, the project is thought as an alternative and supplement to the existing EU instruments for the convergence of company law. The present EU instruments, their prerequisites and limits are being discussed in the paper. Furthermore, the paper describes the US experience with such model acts in the area of company law. It concludes by discussing several topics concerning the content of an EMCLA, introducing the members of the EMCLA Working Group, and explaining the Group's preliminary working plan.

Keywords: European company law, regulatory competition, tools of regulation in the area of company law, comparative company law, European Model Company Law Act

JEL Classification: G38, K22

Suggested Citation

Baums, Theodor and Andersen, Paul Krüger, The European Model Company Law Act Project (March 1, 2008). ECGI - Law Working Paper No. 97/2008. Available at SSRN: https://ssrn.com/abstract=1115737 or http://dx.doi.org/10.2139/ssrn.1115737

Theodor Baums (Contact Author)

J.W. Goethe University, Frankfurt/Main ( email )

Senckenberganlage 31
60325 Frankfurt/M.
Germany
+49 (0) 69 798 22218 (Phone)
+49 (0) 69 798 227474 (Fax)

European Corporate Governance Institute (ECGI)

c/o ECARES ULB CP 114
B-1050 Brussels
Belgium

HOME PAGE: http://www.ecgi.org

Paul Krüger Andersen

Aarhus University - Department of Law, Business and Social Sciences ( email )

Bartholins Allé 16, Building 1411, Room 256
DK-8000 Aarhus C
Denmark

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