Comparative Company Law 2018

39 Pages Posted: 17 Jul 2019

See all articles by Klaus J. Hopt

Klaus J. Hopt

Max Planck Institute for Comparative and International Private Law; European Corporate Governance Institute (ECGI)

Date Written: July 1, 2019

Abstract

Comparative company law is at once very old and very modern. It is very old because ever since companies and company laws first existed, trade has not stopped at the frontiers of countries and states. The persons concerned, practitioners as well as rule-makers, had to look beyond their own city, country, rules, and laws. This became even more true after the rise of the public company and the early company acts in the first half of the nineteenth century. Ever since, company lawmakers have profited from comparison. But comparative company law is also very modern. Most comparative work has focused on the main areas of private law, such as contract and torts, rather than company law. Internationally acknowledged standard treatises on comparative company law took a very long time to emerge. Company law and comparative company law work remained a task for professionals. The few academics who joined in this work tended also to be practitioners (such as outside counsel, arbitrators, or advisers to legislators), who were less interested in theory and doctrine.

This changed only fairly recently with the spread of 1930s US securities regulation into Europe, the company law harmonization efforts of the European Community since the late 1950s, and most recently, in the 1990s, with the rise of the corporate governance movement, an international bandwagon that started in the United States and the United Kingdom, swooped over to Continental Europe and Japan, and has since permeated practically all industrialized countries. Corporate governance covers core company law, particularly the board and more recently also the shareholders and other stakeholders like employees. But it reaches well beyond classical company law into other areas of law, in particular capital market law, that is, securities regulation and most recently bank regulation; into other forms of rulemaking, in particular self-regulation and codes; and into disciplines other than law, in particular economics. In stark contrast to traditional company law, corporate governance, as it is presently studied and practised, is essentially international and interdisciplinary. It follows that comparative company law today is to a considerable degree part of comparative corporate governance, though casebooks and case-based books on corporate law are now available.

Keywords: Bank Governance, Capital Market Law, Code Movement, Company Law Action Plan, Comparative Law, Corporate Governance, Enforcement, European Company Law, European Court of Justice, Groups of Companies, Harmonization, Investor Protection, Konzernrecht, Legal Families, Principal-Agent

JEL Classification: G18, G21, G3, G38, K22

Suggested Citation

Hopt, Klaus J., Comparative Company Law 2018 (July 1, 2019). European Corporate Governance Institute - Law Working Paper No. 460/2019, Available at SSRN: https://ssrn.com/abstract=3421389 or http://dx.doi.org/10.2139/ssrn.3421389

Klaus J. Hopt (Contact Author)

Max Planck Institute for Comparative and International Private Law ( email )

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Germany
+49 40 41 90 02 05 (Phone)
+49 40 41 90 03 02 (Fax)

European Corporate Governance Institute (ECGI)

c/o the Royal Academies of Belgium
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1000 Brussels
Belgium

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