A Legal Options Approach to EC Company Law

37 Pages Posted: 21 Feb 2006

See all articles by Gerard Hertig

Gerard Hertig

ETH Zurich; European Corporate Governance Institute (ECGI)

Joseph A. McCahery

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

Date Written: 2006

Abstract

In recent years, legal options (ex ante and ex post choices created by law) have gained acceptance in the European Union. Notwithstanding the move toward soft law measures, the EC's appetite for options or pro-choice company law provisions remains unclear. There are significant barriers to the EC's ability to promote efficient regulatory choice due to interest group pressures, diffuse control over the agenda-setting process, and a limited capacity to anticipate and meet a wide range of Member State demands.

This article shows that bringing options to the forefront of company law reform can reduce costs for small and medium-sized firms and provide clear benefits to companies that differ in their ownership and control structure from most large public corporations. Switching to a company law regime with different sorts of options can have a good effect on stakeholders as well. As a regulatory strategy, we advocate a step-by-step change, beginning with the adoption of a limited number of opt-in provisions.

Keywords: EC company law, legal options

JEL Classification: K22

Suggested Citation

Hertig, Gerard and McCahery, Joseph A., A Legal Options Approach to EC Company Law (2006). Amsterdam Center for Law & Economics Working Paper No. 2006-01, Available at SSRN: https://ssrn.com/abstract=882388 or http://dx.doi.org/10.2139/ssrn.882388

Gerard Hertig (Contact Author)

ETH Zurich ( email )

IFW E 49
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CH-8092 Zurich
Switzerland
+4144-632-4008 (Phone)
+4144-632-1097 (Fax)

HOME PAGE: http://www.hertig.ethz.ch

European Corporate Governance Institute (ECGI)

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

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

Joseph A. McCahery

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

Warandelaan 2
Tilburg, 5000 LE
Netherlands
+31-(0)13-466-2306 (Phone)
+31-(0)13-466-2323 (Fax)

Tilburg Law and Economics Center (TILEC)

Warandelaan 2
Tilburg, 5000 LE
Netherlands

European Corporate Governance Institute (ECGI)

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

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

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