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SEMINAR IV : COMPANY LAW AND THE EUROPEAN COMMUNITY - PART II

Discussion

The seminar will consider various aspects of the company law harmonisation programme: in particular, employee participation; the EEIG; and the European Company and Securities Regulation. In relation to these areas we will focus on the aims of the proposal and how they fit with the goals of the harmonisation programme: and we will assess to what extent these proposals and disagreements surrounding them illustrate the different conceptions of the company operating in the EC.

I hope that people will prepare areas of their own choice and come prepared to discuss the key issues in those areas in slam groups to feed back in to everyone:

  • Is harmonisation within the area of company law is a realistic goal or is it ultimately about compromise and retreat.
  • How far has the development of EU Company law been affected by arguments about employee participation?
  • What is the purpose and history of the EEIG and the European Company (SE) - will the SE work? What are the problems with the legislation and the idea?
  • What is the approach of the current EU Securities market law?
  • Why is there a plan to develop those laws?
  • What is the approach adopted in that Plan (FSAP)?
  • Will it work?

Essential reading

As for the last seminar plus one or more pieces from the topics listed below. In the Seminar, I will ask people to identify their area(s) of interest and put them in groups to discuss and report back on relevant questions.

Employee participation:

  1. Otto Sandrock. Jean J. du Plessis., "The German Corporate Governance Model in the Wake of Company Law Harmonisation in the European Union" (2005) 26 Company Lawyer 88-95 - Westlaw
  2. Boyle, "Draft 5th Directive" (1992) 13 Company Lawyer 6
  3. Kolvenbach, "EEC Company Law Harmonisation and Worker Participation" (1991) 11 U of Pennsylvania Journal of International Business Law 709.
  4. Charlotte Villiers, European Company Law - Towards Democracy, (1998) Chapters 10 and 11

The European company:

  1. Mathias M. Siems, "The Impact of the European Company (SE) on Legal Culture" (2005) 30 European Law Review 431-442
  2. V. Edwards, "The European Company - essential tool or Eviscerated dream?" (2003) 40 Common Market Law Review 443
  3. Burnside, "The European company Re-proposed" (1991) 12 Company Lawyer 216.
  4. de Bruycker, "The European Company and the EEIG" (1991) 21 Georgia Journal of International and Comparative Law 191
  5. Charlotte Villiers, European Company Law - Towards Democracy, (1998) Chapter 4
  6. The text of the Regulation and linked Directive can be found at
  7. Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE) Official Journal L 294 , 10/11/2001 P. 0001 - 0021

And

  1. Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees Official Journal L 294 , 10/11/2001 P. 0022 - 0032

Hard Copy in library or via http://eur-lex.europa.eu/JOHtml.do?uri=OJ:L:2001:294:SOM:EN:HTML

THE EEIG

  1. Dine, "The EEIG: Some Private International Law Issues" (1992) 13 Company Lawyer 10.
  2. de Bruycker, "The European Company and the EEIG" (1991) 21 Georgia Journal of International and Comparative Law 191.
  3. Charlotte Villiers, European Company Law - Towards Democracy, (1998) Chapter 4

THE EUROPEAN PRIVATE COMPANY

Radwan, 'European Private Company and the Regulatory Landscape in the EU - An Introductory Note'

SECURITIES REGULATION

  1. Use http://ec.europa.eu/dgs/internal_market/index_en.htm to find information on the latest plans and developments in this fast changing field.
  2. Visit http://ec.europa.eu/dgs/internal_market/index_en.htm to see the starting point and an outline of the plans. From there you can look at the Lamfalussy Report on which the Financial Services Action Plan (FSAP) and later proposed and actual legislation are based.
  3. European Commission, Financial Services: Turning the Corner, preparing for the challenge of the next phase of European Capital market integration, Tenth Report 2nd Junehttp://ec.europa.eu/dgs/internal_market/index_en.htm 2004
  4. "Transposition of Lamfalussy Directives" http://ec.europa.eu/dgs/internal_market/index_en.htm - for an up to date analysis of progress by member states. This is a crucial issue for the success of the Financial Services Action Plan.
  5. FSA, "The EU Financial Services Plan: A Guide" (31 July 2003) available at: http://www.hm-treasury.gov.uk/d/FSAP_20Guide_1.pdf
  6. Rosali Pretorius. Jamile Ferreira, "The Implementation of the New Prospectus Directive in the United Kingdom" (2005) 20 Journal of International Banking Law and Regulation 56-64 - Westlaw
  7. J. Coffey & J.O. Somnier, "The Market Abuse Directive - The First use of the Lamfalussy Process" (2003) 18 Journal of International Banking Law and Regulation 370 - for discussion of the first outcome.
  8. E Avgouleas "The Harmonisation of Rules of Conduct in EU Financial markets: Economic Analysis, Subsidiarity and Investor Protection" (2000) 6 European Law Journal 72
  9. G. Ferrarini, "The European Regulation of Stock Exchanges" (1999) 36 Common Market Law Review 569
  10. M.G. Warren, "Global Harmonisation of Securities Laws: The Achievements of the European Communities" (1990) 31 Harvard International Law Journal

CORPORATE GOVERNANCE AND THE EU COMPANY LAW REFORM

For a bridge from the last seminar on Corporate Governance Issues to the EU role see:

  1. P. Burbidge, "Creating High Performance Boardrooms and Workplaces - European Corporate Governance in the Twenty First Century" (2003) 28 European Law Review 642

And on takeovers:

  1. Guaccero, "Recent Developments in European Takeover and Corporate Law" (2004) 12 Cardozo Journal of International and Comparative Law 91 and

And see:

  1. Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on Takeover Bids OJ L142/23, 30/04/2004.

ADDITIONAL READING

  1. Buxbaum and Hopt, Legal Harmonisation and the Business Enterprise (1988), chapter 3 (omit pages 189 - 193, 250 - 262).)
  2. Conard, "The European Alternative to Uniformity in Corporation Law" (1991) 89 Michigan L Rev 2150
  3. V. Edwards, EC Company Law, (1999), Clarendon Press Oxford - an excellent comprehensive textbook for reference. Chapters X to to XV deal with securities (or financial market) directives.
  4. N. Maloney, EC Securities Regulation, (2002) Oxford University Press for a full treatment of the current law and proposed changes.
  5. European Commission, Fourth Report to the European Parliament and to the Council on Financial Services COM(2001) 286 and see Bulletin EU 6-2001 point 1.3.37 for up to date position on implementation of "Financial Services: Building a Framework for Action" - COM(1998) 625 - Bulletin EU 10-1998, point 1.2.27, which includes the strategic objective of setting up a single market for wholesale financial services and modernising the rules on prudential supervision and monitoring. Bulletin EU 11-2000 point 1.3.38 and Commission communication COM(2000) 729 begin a consultation process on amendments to Directive 93/22/EEC to ensure a full response to "the changes that are transforming investment services and the securities market."