Comparative Company Law 2018

Comparative company law is at once very old and very modern. It is very old

because ever since companies and company laws first existed, trade has not

stopped at the frontiers of countries and states. The persons concerned,

practitioners as well as rule-makers, had to look beyond their own city, country,

rules, and laws. This became even more true after the rise of the public company

and the early company acts in the first half of the nineteenth century. Ever since,

company lawmakers have profited from comparison. But comparative company

law is also very modern. Most comparative work has focused on the main areas

of private law, such as contract and torts, rather than company law. Internationally

acknowledged standard treatises on comparative company law took a very long

time to emerge. Company law and comparative company law work remained a

task for professionals. The few academics who joined in this work tended also to

be practitioners (such as outside counsel, arbitrators, or advisers to legislators),

who were less interested in theory and doctrine.

This changed only fairly recently with the spread of 1930s US securities regulation

into Europe, the company law harmonization efforts of the European Community

since the late 1950s, and most recently, in the 1990s, with the rise of the corporate

governance movement, an international bandwagon that started in the United

States and the United Kingdom, swooped over to Continental Europe and Japan,

and has since permeated practically all industrialized countries. Corporate

governance covers core company law, particularly the board and more recently

also the shareholders and other stakeholders like employees. But it reaches well

beyond classical company law into other areas of law, in particular capital market

law, that is, securities regulation and most recently bank regulation; into other

forms of rulemaking, in particular self-regulation and codes; and into disciplines

other than law, in particular economics. In stark contrast to traditional company

law, corporate governance, as it is presently studied and practised, is essentially

international and interdisciplinary. It follows that comparative company law today

is to a considerable degree part of comparative corporate governance, though

casebooks and case-based books on corporate law are now available.