High Level Group on Company Law

In September 2001, the European Commission set up a Group of High Level Company Law Experts with the objective of initiating a discussion on the need for the modernisation of company law in Europe.

In April 2002, the High Level Group launched consultations on possible reforms to company law in Europe. The issues covered included both general themes and the following seven specific issues: corporate governance; shareholder information, communication and decision-making; alternatives to capital formation and maintenance rules; the functioning of groups of companies; corporate restructuring and mobility; a European Private Company; and co-operatives and other forms of enterprise.

On 4 November 2002 the Chairman Jaap Winter of the High Level Group of Company Law Experts presented the Final Report of the Group on a Modern Regulatory Framework for Company Law in Europe to the EU Commission (Press Release). The Internal Market Commissioner, Frits Bolkestein has welcomed the publication of the Report.

After the Group had delivered its Report on Issues Related to Takeover Bids in January 2002, it turned to its original mandate to provide recommendations for a modern regulatory European company law framework. This mandate was extended by the Commission following the ECOFIN Council meeting in Oviedo on April 12 and 13, 2002, to review specifically a number of issues related to corporate governance: the role of non-executive and supervisory directors, management remuneration, the responsibility of management for financial statements, and auditing practices. These and other corporate governance issues form a major part of the Final Report. The Final Report also addresses a number of company law subjects, such as capital formation and maintenance rules, group and pyramid structures, corporate restructuring and mobility, the European Private Company and other European legal forms of enterprise, as well as certain general themes for future development of company law in Europe. The Group identified what it believes to be the priorities for the EU on the short, medium and longer term and advises the Commission to set up an EU Company Law Action Plan.