The Changing Landscape of EU Company Law

TILEC Discussion Paper No. DP2004-023

44 Pages Posted: 19 Dec 2005

See all articles by Joseph A. McCahery

Joseph A. McCahery

Tilburg University - School of Law; European Banking Center (EBC); Tilburg Law and Economics Center (TILEC); European Corporate Governance Institute (ECGI)

Erik P. M. Vermeulen

Tilburg University - Department of Business Law; Signify (formerly known as Philips Lighting) - Legal Department; Tilburg Law and Economics Center (TILEC); European Corporate Governance Institute (ECGI); Kyushu University - Graduate School of Law

Date Written: September 2004

Abstract

This is a time of spirited debate about regulatory competition in Europe. Discussions about competitive lawmaking abound. At the same time, the introduction of the European Company and the further harmonization attempts by the European Commission puts questions about the necessity of EU intervention into the company laws regulated by the member states. We, however, see no cause for excitement on either front.

This article explains why not, drawing on analytical tools from law and economics. Analyzing the history of EU company law, we locate a stable noncompetitive equilibrium, which prevails in the EU. This equilibrium follows from member states that founded the EU unwilling to give up their lawmaking authority regarding company law issues. Since then, stability has ruled. The agenda-setting in EU company law changed little during the existence of the EU. Operative incentives, market structure, and regulatory results have been more constant than dynamic, even as recent case law of the European Court of Justice triggered a loud discussion about competitive lawmaking in the EU.

Keywords: Company Law, Legal Evolution, Regulatory Competition

JEL Classification: K22, F15, G38

Suggested Citation

McCahery, Joseph A. and Vermeulen, Erik P.M., The Changing Landscape of EU Company Law (September 2004). TILEC Discussion Paper No. DP2004-023, Available at SSRN: https://ssrn.com/abstract=871075 or http://dx.doi.org/10.2139/ssrn.871075

Joseph A. McCahery (Contact Author)

Tilburg University - School of Law; European Banking Center (EBC) ( email )

Warandelaan 2
Tilburg, 5000 LE
Netherlands
+31-(0)13-466-2306 (Phone)
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Tilburg Law and Economics Center (TILEC)

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Tilburg, 5000 LE
Netherlands

European Corporate Governance Institute (ECGI)

c/o the Royal Academies of Belgium
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HOME PAGE: http://www.ecgi.org

Erik P.M. Vermeulen

Tilburg University - Department of Business Law ( email )

Signify (formerly known as Philips Lighting) - Legal Department ( email )

Amstelplein 2
Amsterdam
Netherlands

Tilburg Law and Economics Center (TILEC)

Warandelaan 2
Tilburg, 5000 LE
Netherlands

European Corporate Governance Institute (ECGI) ( email )

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels
Belgium

Kyushu University - Graduate School of Law ( email )

6-19-1, Hakozaki, Higashiku
Fukuoka, Fukuoka 812-8581
Japan

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