forward has been achieved. However the number of ECJ cases dealing with company law has been relative small25 There are several other reasons why directives do not result in uniform legal provisions. One of these is the frequently used technique of the"options", whereby member states may choose between several alternatives, each being considered equivalent in terms of ultimate harmonisation. It is well known that these"options"often are a way out of the deadlock during the discussions. They have been frequently used in the Fourth accounting directive, and have contributed to the perceived weakness of the European accounting syster Another disturbing factor is the prevailing opinion -often explicitly mentioned in the directives- that these only introduce minimum standards, and that member states are free to go beyond the directive's provisions, by imposing stricter, more protective rules26. This attitude leads necessarily to reinforce the peculiarities of each of the legal systems, and constitutes a serior handicap in the accomplishment of the internal market. The segmentation of the market may also be due to the abundant use- or extensive nterpretation-by member states of the"general good exception"27. According to this rule, member states may allow restrictions in their national legal order to be maintained, or that may even prevail over the directive's provisions, if they serve to achieve the public policy objective that the member states have lawfully put forward. In the field of investor protection member states have been rather inventive to list numerous rules as belonging to the general good The eCJ has accepted that these exceptions can be upheld even with respect to the freedom of establishment of companies". The outcome is an often unjustified segmentation of the markets 7. Being addressed to Member States, not to companies directly, directives do not provide directly enforceable rights to the companies, to investors or other stakeholders, which the directive has in mind. Enforcement of the directives is, as a matter of the Treaty, the task of the Commission (art 226)or of other member states(art. 227). Ultimately, the ECJ decides. National jurisdictions deciding in last instance, are obliged to submit all cases of interpretation of the directives to the ECJ, although increasingly -and regrettably- some national jurisdictions refuse to do on the basis of the acte clair" technique Although in principle individuals have no right to invoke the directive, it being addressed to the Member states, the directive is not without effect as far as their legal position is concerned. First, the directive is directly applicable in the relations between a state or public authority, and party: this is called vertical direct effect, and may be of importance in the securities field, where issuers deal with state supervisory bodies. But the eCJ has up to now denied horizontal direct effect to the directives: investors could therefore not claim against a company that it violates the rules of the directive. Furthermore on the basis of the idea that the implementation is a duty of the member 25 For an overview, see V. EDWARDS, EC Company Law, Oxford University Press, 1999, at XXVII 26 This being linked to the adoption of the lowest common denominator, see HoPT, fn. 4, at 235 See for an extensive study of the general good exception in the area of financial services: TISON, M, De Interne Markt voor Bank- en Beleggingsdiensten, Antwerp, Intersentia, 1999 and What is"general good"in EU Financial Services Law?, LIEI, 1997/1, pp. 1-57 28 Also in the Centros decision, ECJ, 9 March 1999, C-212/97, ECR 1999, 1-1459 at& 24: Case 115/78Knoors ( 1979)ECR 399,$ 25 and Case C-61/89 Bouchoucha(1990)ECR 1-3551,8 14 See greek cases in VANESSA EDWARDS, EC Companmy Law, Oxford University Press, 1999, Ch Ill, art 25-29 Sec dir The landmark decision of the European Court of Justice concerning horizontal direct effect is the marsha decision( Case 152/84 Marshall v. Southampton and South-West Hampshire Area Health Authority (1986) e Financial Law institute. Universiteit Gent 2001© Financial Law Institute, Universiteit Gent, 2001 8 forward has been achieved. However the number of ECJ cases dealing with company law has been relative small25. There are several other reasons why directives do not result in uniform legal provisions. One of these is the frequently used technique of the "options", whereby member states may choose between several alternatives, each being considered equivalent in terms of ultimate harmonisation. It is well known that these "options" often are a way out of the deadlock during the discussions. They have been frequently used in the Fourth accounting directive, and have contributed to the perceived weakness of the European accounting system. Another disturbing factor is the prevailing opinion - often explicitly mentioned in the directives - that these only introduce minimum standards, and that member states are free to go beyond the directive's provisions, by imposing stricter, more protective rules26. This attitude leads necessarily to reinforce the peculiarities of each of the legal systems, and constitutes a serious handicap in the accomplishment of the internal market. The segmentation of the market may also be due to the abundant use - or extensive interpretation - by member states of the "general good exception"27. According to this rule, member states may allow restrictions in their national legal order to be maintained, or that may even prevail over the directive's provisions, if they serve to achieve the public policy objective that the member states have lawfully put forward. In the field of investor protection member states have been rather inventive to list numerous rules as belonging to the general good. The ECJ has accepted that these exceptions can be upheld even with respect to the freedom of establishment of companies28. The outcome is an often unjustified segmentation of the markets. 7. Being addressed to Member States, not to companies directly, directives do not provide directly enforceable rights to the companies, to investors or other stakeholders, which the directive has in mind. Enforcement of the directives is, as a matter of the Treaty, the task of the Commission (art 226) or of other member states (art. 227). Ultimately, the ECJ decides. National jurisdictions, deciding in last instance, are obliged to submit all cases of interpretation of the directives to the ECJ, although increasingly -and regrettably - some national jurisdictions refuse to do on the basis of the "acte clair" technique. Although in principle individuals have no right to invoke the directive, it being addressed to the Member states, the directive is not without effect as far as their legal position is concerned. First, the directive is directly applicable in the relations between a state or public authority, and a private party: this is called vertical direct effect29, and may be of importance in the securities field, where issuers deal with state supervisory bodies. But the ECJ has up to now denied horizontal direct effect to the directives: investors could therefore not claim against a company that it violates the rules of the directive30. Furthermore, on the basis of the idea that the implementation is a duty of the member 25 For an overview, see V. EDWARDS, EC Company Law, Oxford University Press, 1999, at XXVII. 26 This being linked to the adoption of the lowest common denominator, see HOPT, fn. 4, at 235. 27 See for an extensive study of the general good exception in the area of financial services: TISON, M., De Interne Markt voor Bank- en Beleggingsdiensten, Antwerp, Intersentia, 1999 and ‘What is “general good” in EU Financial Services Law?’, L.I.E.I., 1997/1, pp. 1-57. 28 Also in the Centros decision, ECJ, 9 March 1999, C-212/97, ECR 1999, I-1459 at § 24: Case 115/78 Knoors (1979) ECR 399, § 25 and Case C-61/89 Bouchoucha (1990) ECR I-3551, § 14. 29 See Greek cases in VANESSA EDWARDS, EC Company Law, Oxford University Press, 1999, Ch III, art 25-29 Sec Dir.. 30 The landmark decision of the European Court of Justice concerning horizontal direct effect is the Marshall decision (Case 152/84 Marshall v. Southampton and South-West Hampshire Area Health Authority (1986)