Mads Andenas and Frank Wooldridge, EUROPEAN COMPARATIVE COMPANY LAW Cambridge: Cambridge University Press (www.cambridge.org), 2009. lxxxvi + 561 pp. ISBN 9780521842198. £75.
| Author | Iain MacNeil |
| Pages | 523-524 |
| Published date | 01 September 2010 |
| Date | 01 September 2010 |
| DOI | 10.3366/elr.2010.0311 |
At the end of a decade which saw important developments in company law in the UK and EC, and a virtual transformation of the comparative debate as a result of insights derived from the “law and finance” approach, a reader might well approach a book by two established figures in the field with considerable expectations. In the main, however, those expectations are not met. While there is no doubt that the book makes a valuable contribution to comparative company law, it is rather more workmanlike than might be expected. The reader is ultimately left with the impression that, while the authors have presented a concise overview of EC and national company law, they have not engaged as extensively with the comparative dimension as might have been the case. Nor have the implications of harmonisation in its different forms and its relationship with “regulatory competition” been developed as far as they might.
In terms of scope the book deals with company law in seven European countries, namely the United Kingdom, France, Germany, Italy, Spain, Belgium and the Netherlands. Following a very brief introduction, chapter 2 discusses the impact of EC harmonisation and free movement on the development of national company law and its relevance for comparative law. The impact of the EC directives is noted as being “extensive”, albeit that they “cover a number of disparate areas of law” (20). The relevance of EC harmonisation for comparative law is viewed as being primarily that the process of EC law-making inevitably generates compromises between different national approaches. However, while the nature of some of the compromises is discussed, the implications of compromise for the development of national law are not made entirely clear. Reference is made to instances in which harmonisation has been viewed as combining the best features of national laws, but the more systemic issue of how a programme of compromise-based harmonisation affects the entire EC system or the individual national systems could have been developed further.
The later substantive chapters that engage with specific aspects of company law are built on more solid ground. Chapter 3 focuses on the formation of companies and chapter 4 on the types of business organisation. Chapter 5 deals with share and loan capital and chapter 6 with management and control of companies. Chapter 7 deals with business entities governed by Community law such as the European Economic Interest Grouping and the European...
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