Lloyd's Maritime and Commercial Law Quarterly
BOOK REVIEW - EC COMPANY LAW
EC COMPANY LAW by Janet Dine, LL.B., Ph.D., A.K.C., Barrister, Director of the Centre of European Law, King’s College London University. Chancery Law Publishing, London (1991). Looseleaf £130.
This well-produced volume offers a useful addition to the rapidly growing bibliography on European Community company law. It comprises five parts, covering company law, securities regulation, insolvency initiatives, and related legislation which includes the Merger Regulation, tax measures, the proposed money laundering Directive, and the controversial proposed Directive for informing and consulting employees in Community-scale undertakings. The full text of the relevant Directives and proposals is accompanied by commentary, and the volume draws from a variety of interesting background documents—e.g., European Parliament document on the employee participation laws of Member States (Chap. 8) and barriers to take-overs in the European Community (H.M.S.O., 1989, pp. 8–17, 15–30 et seq.). The chapters on the resurrected European Company proposal and the proposed Directive on take-overs are particularly good. Attention is paid to the implications of proposed measures for U.K. law, e.g., the proposed Directive on investment services (Chap. 12). Where appropriate, the author follows a comparatist approach, drawing from U.S. and Canadian developments (e.g., pp. A1–1 et seq., 3, 17 et seq.). However, there is no discussion of the First, Second, Third, Sixth and Eighth company law Directives. The texts of these measures are omitted despite the fact that the proposed Tenth Directive on mergers, which supplements the Third Directive, and the proposed amendment to the Second Directive, which was introduced as part of the barriers to takeovers initiative, are given in full. Also, decisions of the European Court of Justice regarding the right of establishment of companies and the interpretation of company law Directives are not examined.
The detailed treatment of Community legislation is preceded by an introductory chapter which impinges on theoretical issues. No doubt, the harmonization programme is one of colossal proportions and a great deal has been done. The Commission’s work, however, is not immune from criticism. Harmonization has been pursued in an unsystematic way and its policy aims are not as clear as one might expect. Furthermore, a cause-and-effect relationship between harmonization and integration cannot be established with certainty. The cynic may observe that federal and quasi-federal institutions have a tendency to augment their powers so that harmonization becomes a battlefield between those who favour concentration and those who fight for autonomy. Indeed, the division of competences between the Community and the Member States is a fundamental issue and its politically sensitive nature is evinced by the dispute surrounding the correct legal basis of the proposed European Company Statute (i.e., Art. 100A vis-à-vis Art. 235 of the Treaty). The author argues that the harmonization programme has been unable to inspire a European outlook for companies,
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