The European Model Company Law Act Project

The European Model Company Law Act Project

Theodor Baums, Paul Krüger Andersen

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March 01 2008

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  • European company law • 
  • regulatory competition • 
  • tools of regulation in the areaof company law • 
  • comparative company law • 
  • European Model Company Law Act

The paper describes the European Model Company Law Project. Last year, a commission was formed on the initiative of the authors with the goal of drafting a European Model Company Law Act (EMCLA). This project aims neither to force a mandatory harmonization of national company law nor to create a further, European corporate form.

The goal is rather to draft model rules for a corporation that national legislatures would be free to adopt in whole or in part. Thus, the project is thought as an alternative and supplement to the existing EU instruments for the convergence of company law. The present EU instruments, their prerequisites and limits are being discussed in the paper. Furthermore, the paper describes the US experience with such model acts in the area of company law. It concludes by discussing several topics concerning the content of an EMCLA, introducing the members of the EMCLA Working Group, and explaining the Group's preliminary working plan.


Fellow, Research Member
Johann Wolfgang Goethe University, Frankfurt am Main
Real name:
Paul Krüger Andersen
Århus School of Business, University of Århus