Corporate Governance and Company Law News
Topics: Corporate Governance Forum, Corporate Governance Advisory Group, New Consultation Regarding Shareholders’ Rights, European Parliament Resolution on Corporate Social Responsibility, Implementation of the Takeover Directive (13th Company Law Directive), PES Paper in the Context of the Regulation of Alternative Investment Vehicles, Number of SEs, Books & Articles
Corporate Governance Forum
The European Corporate Governance Forum held its last meeting on 12 April. Agenda items included the issue of proportionality of capital and control (new term for ‘one share, one vote’), the implications of hedge funds and private equity for the current approach to corporate governance, and updates on several Commission initiatives, such as the report on the implementation of the Commission recommendations on independent directors and on directors’ remuneration.
Moreover, the Forum has published its annual report 2007. On page 5 (point 7.3) the report mentions the ETUC conference which took place in 2006 in Vienna and dealt with employee stakeholders in respect of corporate governance. It is also mentioned that the Forum will further consider how to approach this subject. The main items of the Forum’s work in 2007 will be the proportionality principle and intensifying contacts with the national bodies dealing with corporate governance questions. The proportionally principle is very much based on a capital market ideology which sees shareholders as “the kings” in company decision-making (Commissioner McCreevy). At the same time it ignores other stakeholders, such as employees.
Links: http://ec.europa.eu/internal_market/company/docs/ecgforum/agenda-12-04-07_en.pdf (agenda)
http://ec.europa.eu/internal_market/company/ecgforum/index_en.htm (Commission page regarding the Forum)
http://ec.europa.eu/internal_market/company/docs/ecgforum/ecgf-annual-report-2006_en.pdf (Annual Report 2006)
Corporate Governance Advisory Group
The Advisory Group last met on 8 March. The minutes of the meeting contain, besides other issues, some information on the 14th company law directive and on the European Private Company.
Links: http://ec.europa.eu/internal_market/company/docs/advisory-committee/minutes6_en.pdf (minutes)
http://ec.europa.eu/internal_market/company/advisory/index_en.htm (Commission page on the Advisory Group)
New Consultation Regarding Shareholders’ Rights
link: http://ec.europa.eu/internal_market/company/docs/shareholders/consultation3_en.pdf (consultation document)
European Parliament Resolution on Corporate Social Responsibility
On 13 March the European Parliament adopted a resolution on Corporate Social Responsibility. In the resolution the Commission is reminded inter alia of the Parliament's invitation to put forward a proposal ‘to amend the Fourth Council Directive on the annual accounts of certain types of companies (the Fourth Company Law Directive) so that social and environmental reporting is included alongside financial reporting requirements’.
Links: http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//TEXT+TA+P6-TA-2007-0062+0+DOC+XML+V0//EN (resolution provisional edition)
Implementation of the Takeover Directive (13th Company Law Directive)
PES Paper in the Context of the Regulation of Alternative Investment Vehicles
The Socialist group in the European Parliament has published, under the direction of Poul Nyrup Rasmussen, a detailed paper dealing with private equity and hedge funds, "Hedge Funds and Private Equity – A Critical Analysis " (ca.300 pages). The report mentions six main concerns of the MEPs arising from these investment vehicles: 1. risks to pensions; 2. viability of private companies; 3. security of service provision; 4. decent work and a say for the workforce in company affairs; 5. financial market stability; 6. ethics, including the fees charged by financiers and the low taxes they pay.
link: http://www.socialistgroup.eu/gpes/media/documents/33841_33839_hedge_funds_executive_summary_070329.pdf (executive summary)
Number of SEs
In the meantime, 71 SEs have been established according to the research of the SEEurope network. It would be very useful in transparency terms to set up an EU-level company register for SEs. This could be one topic for the future revision of the SE acquis. For more information on existing SEs please visit the SEEurope webpage.
Books & Articles
The Hans Böckler Foundation has published a book on Corporate Governance edited by Lionel Fulton, entitled The Forgotten Resource: Corporate Governance and Employee Board-Level Representation. The Situation in France, the Netherlands, Sweden and the UK. ISBN: 978-3-86593-070-5
In the German law magazine Neue Zeitschrift für Gesellschaftsrecht (NZG) an article was published which concluded that the direct transfer of the seat of an SE out of the EU is not in line with SE legislation; Heuschmid/Schmidt, NZG 2007, pp. 57ff.
