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4. In the late 1960s, even though the discussions about the interpretation of art. 54(3(g) were not resulting in a common view, the first proposals for harmonisation directives were prepared. The Commission had decided that large scale comparative research could usefully contribute to a better insight in the issues involved and to the solutions to be adopted Several research studies were assigned to the most famous company law professors of Europe: Wurdinger, on the structure of the company, later the fifth directive, Van Ommeslaghe, on groups of companies,B. Goldman on the mutual recognition of foreign companies, or later Pennington, on takeovers. One should not forget to mention the group that took the project for European Company Statute under its wings, i.e. P. Sanders, E. Arendt, E. von Caemmerer, L. Dabin G. Marty, and G. Minervini I5 From these early works a long series of directive proposals emerged. They have been the subject of ample analysis and study. However, these are not the only instruments that should be taken into account. In addition, the Community has adopted one regulation, on the EEIG, the European Economic Interest Group, that contains a substantially different approach to company law matters. Another major regulation is being prepared about the Societas Europaea, " the European company", the first proposal having been published in 1970 7 2. The Ambit of the Company Law Directives 5. The directives are generally applicable to public companies limited, or to the equivalent forms in the member states(Societe anonyme, societa per azioni, naamloze vennootschap, Aktiengesellschaft, etc). These are by far the largest business enterprises and the impact of their activity on the internal market is the widest. However, de facto, the use of the different company forms is quite divergent among the member states: at the moment the first directives were published Germany had only about 1000 Aktiengesellschaften. At present their number has increased abstantially but is still considerably lower than what appears to be their number of equivalent forms in the other member states 12 See the paper by HOUIN, R 'Le regime juridique des societes dans la Communaute Economique Europeenne Revue trimestrielle de droit europeen, 1965, 1I and RODIERE,R. 'L'harmonisation de legislations europeennes dans le cadre de la C.e. E., Revue trimestrielle de droit europeen, 1965, 336 See B. GoLDMAN, 'La reconnaissance mutuelle des societes dans la CEE, Etudes offertes a Julliot de la Morandiere. 1964.191 I According to Commission des Communautes europeennes, Projet d'un statut des societes anonymes europeennes, Serie Concurrence, 1967, n6, preface See the books by LUTTER, EDWARDS and WERLAUFF in nt. 1 See Voorstel voor een Statuut voor Europese Naamloze Vennootschappen, submitted to the Council on 30 une 1970, Bulletin, 8, supplement, 1970; and Amended proposal for a Regulation"Statute for European Companies", Bulletin of the European Communities, Suppl. 4/75.See further nr. 42 for the most recent stage of development 18 For comparative figures, see WYMEERSCH, in"A Status Report on Corporate Governance Rules and Practices in Some Continental European States' in Comparative Corporate Governance. The state of the art ard emerging research, HOPT, K.J., KANDA, H, ROE, M.J., WYMEERSCH, E, PRIGGE, S(eds ) Clarendon Press Oxford, at 1049. Recent figures about Germany: HANSEN, H, AG Report, Zum Jahresende 2000: 10582 Aktiengesellschaften'in AG, 2001, 3, p. R67 e Financial Law institute. Universiteit Gent 2001© Financial Law Institute, Universiteit Gent, 2001 5 4. In the late 1960s, even though the discussions about the interpretation of art. 54 (3)(g) were not resulting in a common view12, the first proposals for harmonisation directives were prepared. The Commission had decided that large scale comparative research could usefully contribute to a better insight in the issues involved and to the solutions to be adopted. Several research studies were assigned to the most famous company law professors of Europe: Würdinger, on the structure of the company, later the fifth directive; Van Ommeslaghe, on groups of companies13, B. Goldman on the mutual recognition of foreign companies 14, or later Pennington, on takeovers. One should not forget to mention the group that took the project for a European Company Statute under its wings, i.e. P. Sanders, E. Arendt, E. von Caemmerer, L. Dabin, G. Marty, and G. Minervini. 15 From these early works a long series of directive proposals emerged. They have been the subject of ample analysis and study16. However, these are not the only instruments that should be taken into account. In addition, the Community has adopted one regulation, on the EEIG, the European Economic Interest Group, that contains a substantially different approach to company law matters. Another major regulation is being prepared about the Societas Europaea, "the European company", the first proposal having been published in 197017. 2. The Ambit of the Company Law Directives 5. The directives are generally applicable to public companies limited, or to the equivalent forms in the member states (Société anonyme, società per azioni, naamloze vennootschap, Aktiengesellschaft, etc). These are by far the largest business enterprises and the impact of their activity on the internal market is the widest. However, de facto, the use of the different company forms is quite divergent among the member states: at the moment the first directives were published, Germany had only about 1000 Aktiengesellschaften. At present their number has increased substantially but is still considerably lower than what appears to be their number of equivalent forms in the other member states18. 12 See the paper by HOUIN, R. ‘Le regime juridique des sociétés dans la Communauté Economique Européenne’, Revue trimestrielle de droit européen, 1965, 11 and RODIÈRE, R. ‘L’harmonisation de legislations européennes dans le cadre de la C.E.E.’, Revue trimestrielle de droit européen, 1965, 336. 13 P. VAN OMMESLAGHE, ‘Les groupes de sociétés’, Revue pratique des sociétés, 1965, n° 5280, 153-252. 14 See B. GOLDMAN, ‘La reconnaissance mutuelle des sociétés dans la CEE’, Etudes offertes à Julliot de la Morandière, 1964, 191. 15 According to Commission des Communautés européennes, Projet d'un statut des sociétés anonymes européennes, Série Concurrence, 1967, n° 6, préface. 16 See the books by LUTTER, EDWARDS and WERLAUFF in nt. 1. 17 See Voorstel voor een Statuut voor Europese Naamloze Vennootschappen, submitted to the Council on 30 June 1970, Bulletin, 8, supplement, 1970; and Amended proposal for a Regulation “Statute for European Companies”, Bulletin of the European Communities, Suppl. 4/75.See further nr. 42 for the most recent stage of development. 18 For comparative figures, see WYMEERSCH, in ‘A Status Report on Corporate Governance Rules and Practices in Some Continental European States’ in Comparative Corporate Governance. The state of the art and emerging research, HOPT, K.J., KANDA, H., ROE, M.J., WYMEERSCH, E., PRIGGE, S. (eds.), Clarendon Press, Oxford, at 1049. Recent figures about Germany: HANSEN, H., AG Report, ‘Zum Jahresende 2000: 10582 Aktiengesellschaften’ in AG, 2001, 3, p. R67
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