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The European Model Company Law Act project
On 27 and 28 September 2007, a commission formed on the initiative of the authors held its first meeting in Aarhus, Denmark to deliberate on its goal of drafting a "European Model Company Law Act" (EMCLA). This project, outlined in the following pages, aims neither to force a mandatory harmonization of national company law nor to create a further, European corporate form. The goal is rather to draft model rules for a corporation that national legislatures would be free to adopt in whole or in part. Thus, the project is thought as an alternative and supplement to the existing EU instruments for the convergence of company law. The present EU instruments, their prerequisites and limits will be discussed in more detail in Part II, below. Part III will examine the US experience with such "model acts" in the area of company law. Part IV will then conclude by discussing several topics concerning the content of an EMCLA, introducing the members of the EMCLA Working Group, and explaining the Group's preliminary working plan.
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Response to the Study on Directors' Duties and Sustainable Corporate Governance by Nordic Company Law Scholars
In: Krüger Andersen , P , Bergþórsson , A F , Bråthen , T , Friis Hansen , S , Hansen , J L , Johansson , S , Kinander , M , Knuts , M , Lidman , E , Lilja , T M , Rasmussen , N S , Rose , C , Samuelsson , P , Sillanpaa , M J , Sjöberg , G , Skog , R , Stattin , D , Strand , T , Vahtera , V , Villa , S & Werlauff , E 2020 ' Response to the Study on Directors' Duties and Sustainable Corporate Governance by Nordic Company Law Scholars ' SSRN: Social Science Research Network .
The Study on Directors' Duties and Sustainable Corporate Governance (hereinafter 'The Study') was published on 30 July 2020 and is accompanied by a Commission Inception Impact Assessment and a consultation deadline of 8 October 2020. The Assessment adds very little to the Study and this response is consequently made to the Study by a group of Nordic company law scholars. Resume of Findings. The Study displays a lack of understanding of the nature of legal discourse and presents a biased, unrepresentative and highly politically motivated survey of literature and empirics. The Study misrepresents fundamental concepts of company law and fails to understand how corporate governance works. The Study exaggerates the problem of climate change and neglects the many other, equally serious, problems facing both company directors and EU legislators in their obligations to their respective constituencies. The policy pursued by the Study contravenes both fundamental concepts of ownership rights inherent in European law and the basic policies that underlie the founding treaties of the European Union and its assumptions are equally incompatible with EU secondary legislation on company law and capital markets. The Study underestimates the many existing measures adopted by EU legislators and their potential to serve as alternatives to its own far-reaching measures in a way that fundamentally would void the principle of subsidiarity and deprive Member States of control with their own economies. The regulatory options recommended by the Study would seriously harm European business and prevent it from continuing to contribute to the sustainable growth and prosperity that the Union needs to fulfil its overall policies. On this basis, we find that the Study cannot serve as the basis for contemplating the proposed regulatory initiatives and that any discussion must proceed on a better informed foundation brought about by a free and unbiased discourse.
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