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