Comparative Company Law 2018

Comparative Company Law 2018

Klaus Hopt

Series number :

Serial Number: 
460/2019

Date posted :

July 30 2019

Last revised :

July 30 2019
SSRN Share

Keywords

  • Bank Governance • 
  • capital market law • 
  • code movement • 
  • Company Law Action Plan • 
  • comparative law • 
  • Corporate governance • 
  • enforcement • 
  • European company law • 
  • European Court of Justice • 
  • groups of companies • 
  • Harmonization • 
  • investor protection • 
  • Konzernrecht • 
  • legal families • 
  • principal-agent • 
  • regulatory competition

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.

Authors

Fellow, Research Member
Max Planck Institute for Comparative and International Private Law