European Company Law: An Introduction
Action Plan: European Company Law and Corporate Governance – A Modern Legal Framework for More Engaged Shareholders and Sustainable Companies (2012)(COM/2012/0740 final)
European company law is a cornerstone of the internal market. It facilitates freedom of establishment of companies while enhancing transparency, legal certainty and control of their operations.
The scope of EU company law covers the protection of interests of shareholders and others, the constitution and maintenance of public limited-liability companies’ capital, branches disclosure, mergers and divisions, minimum rules for single-member private limited-liability companies and shareholders’ rights as well as legal forms such as the European Company (SE), the European Economic Interest Grouping (EEIG) and the European Cooperative Society (SCE).
This definition is a good starting point. However, for the purposes of this book, it needs some further clarification. Indeed, the expression European Company Law (hereafter ‘ECL’) requires one to focus on the meaning of both ‘company’ and ‘company law’, on the one hand, and on the qualification ‘European’, on the other.
What is a company or – as it would be put in the US – a corporation? Let's take advantage of two authoritative definitions, one of which is provided for by the European Court of Justice (hereafter ‘ECJ’).
C-81/87, The Queen v. H.M. Treasury and Commissioners of Inland Revenue, ex parte Daily Mail and General Trust plc., [1988] ECR I-5483, § 20
it should be borne in mind that, unlike natural persons, companies are creatures of the law and, in the present state of Community law, creatures of national law. They exist only by virtue of the varying national legislation which determines their incorporation and functioning.
Melvin A. Eisenberg, ‘The Structure of Corporation Law’, 89 Colum. L. Rev. 1461–1525, at 1461 (1989)
A corporation is a profit-seeking enterprise of persons and assets organized by rules. Most of these rules are determined by the unilateral action of corporate organs or officials. Some of these rules are determined by market forces. Some are determined by contract or other forms of agreement. Some are determined by law.
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