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Chapter 2: The Company Law Directives

Chapter 2: The Company Law Directives

pp. 20-44

Authors

, Libera Università Internazionale degli Studi Sociali Guido Carli, Roma
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Summary

General

Acting under Article 50(2) TFEU, the European Parliament and the Council have delivered many company law directives, aiming at harmonising the Member States’ company law.

On 18 December 1961, the Council of the EEC adopted a General Programme for the abolition of restrictions on freedom of establishment within the EEC, which aimed inter alia at the coordination of safeguards required for companies and firms (Part VI).

General Programme for the Abolition of Restrictions on Freedom of Establishment within the European Economic Community

It is intended that the safeguards required by Member States of companies and firms for the protection of the interests of members and others should, to the extent necessary and with a view to making such safeguards equivalent, be coordinated before the end of the second year of the second stage of the transitional period [i.e. by 31 December 1963].

In execution of the General Programme, the EEC Commission submitted on 19 February 1964 a Proposal for a Council directive to co-ordinate and render equivalent the guarantees required in the Member States of companies as defined in Article 58, second paragraph, of the Treaty, to protect the interests of the members of such companies and third parties. This draft was later amended and renamed as ‘First’ company law draft directive. The addition ‘First’ made it clear that the Commission already had in mind other proposals, or rather the full plot of the series of twelve company law directives, later delivered with this numbering.

The first Recital to the First Directive gives a clue on the choice of having a series of directives, instead of only one: basically, there was a matter of urgency suggesting the need to have some provisions immediately at work and to set aside all other provisions not considered similarly urgent and on which, presumably, the Council would not reach the necessary degree of convergence in the short term.

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