The Structure of Regulatory Competition in European Corporate Law

Harvard Olin Fellows' Discussion Paper Series 20/2008

Journal of Corporate Law Studies, Vol. 5, pp. 247-284, 2005

51 Pages Posted: 2 Aug 2005 Last revised: 2 Apr 2009

Martin Gelter

Fordham University School of Law; European Corporate Governance Institute (ECGI)

Abstract

In its opinions in the cases Centros, Uberseering and Inspire Art, the ECJ has begun to open European corporate law for regulatory competition, as it has been discussed in the US for several decades. This article analyzes the structural conditions of competition, on the supply and demand sides of the market for corporate law, and the impact of supranational influence. In doing so, it identifies several factors that have received little attention in the incipient European debate. The supply-side analysis shows that a European Delaware is implausible because of the interdependence of competitive advantages and incentives to compete. On the demand side, an analysis of the effects of differences of financial structures indicates that a race to the bottom is more likely in Europe. The comparatively weak threat of supranational intervention in Europe makes actions and decisionmaking an unlikely factor to affect the decisions of national actors.

Keywords: regulatory competition, corporate law, European Union, Centros case

JEL Classification: G34, G28, H73, K22

Suggested Citation

Gelter, Martin, The Structure of Regulatory Competition in European Corporate Law. Harvard Olin Fellows' Discussion Paper Series 20/2008; Journal of Corporate Law Studies, Vol. 5, pp. 247-284, 2005. Available at SSRN: https://ssrn.com/abstract=742045

Martin Gelter (Contact Author)

Fordham University School of Law ( email )

150 West 62nd Street
New York, NY 10023
United States
646-312-8752 (Phone)

HOME PAGE: http://www.fordham.edu/info/23135/martin_gelter

European Corporate Governance Institute (ECGI)

Brussels, B-1050
Belgium

HOME PAGE: http://www.ecgi.org/members_directory/member.php?member_id=621

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