Towards a European Constitution of the Firm: Problems and Perspectives

This article will discuss in particular the proposed EEC directive on the harmonization of corporate structures as well as the proposed regulation of the Societas Europea. Initially, these proposals were strongly oriented toward German law. As such, a corporation had to have a managing board as well as a so-called supervisory board and a general meeting of stockholders. Since the EEC Commission published the so-called “Green Paper,” which contains a comparative analysis of national legal systems requirements for the structure of corporations and provisions for co-determination rights for employees at the board level, the new proposals concerning the constitution of the firm are taking different “structural options” into account. Accordingly, the fifth directive, the S.E. regulation and the special S.E. co-determination directive provide the national legislatures with a choice between several approximately equal options, thus fulfilling the principle of functional equivalence.