To what extent is EU company law harmonized? In an essay that draws from my pre-EU-referendum inaugural lecture at Oxford (the audio of which can be accessed here) and was recently published in the International and Comparative Law Quarterly, I first make the point that still little progress has been made in the direction of company law uniformity within the EU. That is true, with due qualifications (mainly involving securities regulation) for harmonization efforts undertaken throughout the decades, and no less for the initiatives of the last fifteen years. I then argue that, even leaving aside the question of whether it would be desirable to have a uniform EU company law, that outcome is simply impossible to achieve, due to interest group resistance and the variety in national meta-rules.
Yet, my essay concludes that, in a narrow meaning, European company laws have been indeed harmonized: European Member States company laws fit together, which may well be what harmonization, not only etymologically, is all about: EU firms may (1) be incorporated as companies that will be recognized as such across the EU, (2) reincorporate midstream in a different Member State at reasonable cost (possibly with the exception of the few countries of destination that adopt the real seat doctrine), (3) reorganize their business across EU Member States’ borders without the need for reincorporating (again, with the exception of companies set up in real state doctrine Member States) and (4) do business with companies from other Member States without facing unreasonable company-law related transaction costs.
Luca Enriques is the Allen & Overy Professor of Corporate Law at the University of Oxford, Faculty of Law.