Europäisches Gesellschaftsrecht im Lichte des Aktionsplans der Europäischen Kommission vom Dezember 2012 (European Company Law in the Light of the Action Plan of the European Commission of December 2012)

European company law sees a revival. On December 12, 2012 the European Commission has presented a new Action Plan. It contains both company law and corporate governance rules. The Action Plan lists 16 main initiatives. The Commission plans in part new directives or revision of old ones and in part non-legal measures. The European Court of Justice with its decisions based on the freedoms of the Treaty is not by itself in a position to create European company law. Also secondary law is needed. The two main aims of European company law are free mobility of enterprises and shareholder protection. The European Commission plans both, more transparency and partial harmonization, and will prepare the codification of major company law directives. Transparency as a regulatory method promotes party autonomy and supports the market mechanisms. Harmonization must be limited to core areas of company law and even there national and European company law must complement each other. The following key areas will be discussed in the light of the Action Plan: 1. European company forms, 2. Cross-border merger, transfer of seat and division of companies, 3. Company finances, 4. Corporate governance, 5. Shareholders, in particular institutional shareholders, 6. Controlling shareholders and company groups and 7. Other stakeholders, in particular employee share ownership. The proposals of the Commission in its Action Plan as well as the omissions and lacunae need a careful policy and comparative law discussion.This publication is with permission of the rights owner freely accessible due to an Alliance licence and a national licence (funded by the DFG, German Research Foundation) respectively