24 Pages Posted: 20 Aug 2011
Date Written: 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.
Keywords: corporate governance, European company law, boards, shareholder activism, corporate governance codes, comply or explain
JEL Classification: G34, K20, K22
Suggested Citation: Suggested Citation
Davies, Paul L. and Hopt, Klaus J. and Ferrarini, Guido and Pietrancosta, Alain and Skog, Rolf and Soltysinski, Stanislaw and Winter, Jaap W. and Wymeersch, Eddy, European Company Law Experts' Response to the European Commission’s Green Paper 'The EU Corporate Governance Framework' (July 22, 2011). Available at SSRN: https://ssrn.com/abstract=1912548 or http://dx.doi.org/10.2139/ssrn.1912548