The European Commission has indicated that an Action Plan outlining the initiatives the Commission intends to take, in order to modernise European rules on company law and corporate governance, will be adopted on 12 December.

The background to this is the publication in 2011 of a Green Paper on the EU Corporate Governance framework (IP/11/404) in which the Commission commenced a process designed to examine and evaluate the effectiveness of the current corporate governance framework for European companies.

Earlier this year, the Commission also conducted an on-line public consultation on the future of European company law (IP/12/149) in which the following issues were raised:

  • Objectives and scope of European company law – What should be the main objectives of European company law? Are the current rules fit for today's challenges? In which areas is there need for further evolution? What is the relationship between company law and corporate governance?
  • Codification of European company law – Should the existing company law Directives be merged in a single instrument in order to make the regulatory framework more accessible and user-friendly?
  • The future of company legal forms at European level – What are the advantages and shortcomings of European company forms? Do existing company forms need to be reviewed? Should alternative instruments be explored?
  • Cross-border mobility for companies – What can be done to facilitate the cross-border transfer of a company's seat? What if a company splits into different entities cross border? Should the rules on cross border mergers be reviewed?
  • Groups of companies – i.e. a set of companies under a single management or source of control – Is there need for EU policy action in this field?
  • Capital regime for European companies – Should the existing minimum legal capital requirements and rules on capital maintenance be modified and updated?

As a result of these initiatives, the Commission has identified several lines of action in the area of company law and corporate governance that it believes are fundamental to putting in place up to date legislation for sustainable and competitive companies.