European Company Law Text, Cases and Materials

General

As already mentioned, all of the company law directives have been revised or recast over time with the view of coping with the needs of a more engaged economic environment in Europe. Before proposing amendments or replacements of existing acts, the Commission has entrusted groups of company law experts to recommend proposals for either simplifying or modernising European company law.

A first group of company law experts, chaired by Professor Eddy Wymeersch (University of Ghent), was created in 1999 as part of the fourth phase of the Simpler Legislation for the Internal Market initiative. The SLIM Group was entrusted with the task of simplifying the First and Second Company Law Directives. A final document named Recommendations by the company law SLIM Working Group on the simplification of the First and Second Company Law Directives was delivered in September 1999.

A second group of company law experts, chaired by Professor Jaap Winter (Duisenberg School of Finance, Amsterdam) was later created in 2001 as the High Level Group of Company Law Experts. This group was entrusted with the broader task of making recommendations for a modern regulatory European company law framework designed to be sufficiently flexible and up to date to meet companies’ needs, taking into account fully the impact of modern technology. A First Report of 10 January 2002 (Report of the High Level Group of Company Law Experts on Issues Related to Takeover Bids) only dealt with issues related to the Takeover Bids Directive. A Final Report of the High Level Group of Company Law Experts on a Modern Regulatory Framework for Company Law in Europe was delivered on 4 November 2002.

All necessary information on the formation, works and proposals of these groups are included in the Explanatory Memorandum of each final document (see, §§ 4.2–4.3).

The Commission has thoroughly considered all the proposals and recommendations made by the two groups and has consequently drafted action plans for the Council. A first Action Plan, named Modernising Company Law and Enhancing Corporate Governance in the European Union – A Plan to Move Forward was presented on 21 May 2003.