A MODERN REGULATORY FRAMEWORK FOR COMPANY LAW IN EUROPE
REPORT
OF
THE HIGH LEVEL GROUP
OF
COMPANY LAW EXPERTS
ON
A MODERN REGULATORY FRAMEWORK
FOR COMPANY LAW
IN EUROPE
Brussels, 4 November 2002
THE HIGH LEVEL GROUP OF
COMPANY LAW EXPERTS
Chairman : Jaap WINTER
José Maria GARRIDO GARCIA
Klaus J. HOPT
Jonathan RICKFORD
Guido ROSSI
Jan SCHANS CHRISTENSEN
Joëlle SIMON
Rapporteur :
Dominique THIENPONT
Secretariat :
Karel VAN HULLE
TABLE OF CONTENTS
Page
Letter from the Chairman
1
Summary
The High Level Group of Company
Law Experts’ observations and recommendations 3
Chapter I
Introduction
27
Chapter II
General Themes
29
Chapter III
Corporate Governance
43
Chapter IV
Capital Formation and Maintenance
78
Chapter V
Groups and Pyramids
94
Chapter VI
Corporate Restructuring and
Mobility
101
Chapter VII
The European Private Company
113
Chapter VIII
Co-operatives and Other Forms of
Enterprises
120
Chapter IX
Priorities for Action
125
Annex 1
The High Level Group of Company Law Experts’ terms of reference
128
Annex 2
Working methods of the High Level Group of
Company Law Experts
130
Annex 3
Summary of comments submitted to the High
Level Group of Company Law Experts in response to its Consultation Document
136
Annex 4
Existing and proposed European Company Law
Instruments
159
1
LETTER FROM THE CHAIRMAN
The High Level Group of Company Law Experts was set up by the European
Commission in September 2001 to make recommendations on a modern regulatory framework in the EU for company law. In our First Report of
January 2002, we dealt with issues related to the Takeover Bids Directive, which was rejected by the European Parliament in July 2001. Our original mandate was further extended in April 2002 by the Commission following the
ECOFIN Council meeting in Oviedo to deal specifically with a number of corporate governance issues. Our Final
OF
THE HIGH LEVEL GROUP
OF
COMPANY LAW EXPERTS
ON
A MODERN REGULATORY FRAMEWORK
FOR COMPANY LAW
IN EUROPE
Brussels, 4 November 2002
THE HIGH LEVEL GROUP OF
COMPANY LAW EXPERTS
Chairman : Jaap WINTER
José Maria GARRIDO GARCIA
Klaus J. HOPT
Jonathan RICKFORD
Guido ROSSI
Jan SCHANS CHRISTENSEN
Joëlle SIMON
Rapporteur :
Dominique THIENPONT
Secretariat :
Karel VAN HULLE
TABLE OF CONTENTS
Page
Letter from the Chairman
1
Summary
The High Level Group of Company
Law Experts’ observations and recommendations 3
Chapter I
Introduction
27
Chapter II
General Themes
29
Chapter III
Corporate Governance
43
Chapter IV
Capital Formation and Maintenance
78
Chapter V
Groups and Pyramids
94
Chapter VI
Corporate Restructuring and
Mobility
101
Chapter VII
The European Private Company
113
Chapter VIII
Co-operatives and Other Forms of
Enterprises
120
Chapter IX
Priorities for Action
125
Annex 1
The High Level Group of Company Law Experts’ terms of reference
128
Annex 2
Working methods of the High Level Group of
Company Law Experts
130
Annex 3
Summary of comments submitted to the High
Level Group of Company Law Experts in response to its Consultation Document
136
Annex 4
Existing and proposed European Company Law
Instruments
159
1
LETTER FROM THE CHAIRMAN
The High Level Group of Company Law Experts was set up by the European
Commission in September 2001 to make recommendations on a modern regulatory framework in the EU for company law. In our First Report of
January 2002, we dealt with issues related to the Takeover Bids Directive, which was rejected by the European Parliament in July 2001. Our original mandate was further extended in April 2002 by the Commission following the
ECOFIN Council meeting in Oviedo to deal specifically with a number of corporate governance issues. Our Final