:

. , . , .

,
,
, 2012.

( )

Stefan Grundmann, European Company Law: Organization, Finance

and Capital Markets, Intersentia, Antwerpen Oxford, 2007.
Vanessa Edwards, EC Company Law, Clarendon Press, Oxford, 1999.
rik Werlauff, EU-Company Law: Common business law of 28 states ,
2nd edition, DJF Publishing, Copenhagen, 2003.
Adriaan Dorresteijn, Tiago Monteiro, Christoph Teichmann, Erik
Werlauff, European Corporate Law, second edition, Kluwer Law
International, Alphen aan den Rijn, 2009.
ds Andenas, Frank Wooldridge, European Comparative Company
Law, Cambridge University Press, Cambridge, 2009.
Mathias Habersack, Europisches Gesellschaftsrecht, 3. Auflage,
Verlag C.H. Beck, Mnchen, 2006.
Marcus Lutter, Walter Bayer, Jessica Schmidt, Europisches
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Guido Ferrarini, Klaus J. Hopt, Japp Winter and Eddy Wymeersch
(eds.), Reforming Company and Takeover Law in Europe, Oxford
University Press, Oxford, 2004.

19512002.
() 1958.
1958.
- Single European
Act (1986)
E ( 1992)
2000
2007


()

: ,
()
:

,
,
,
,
,
...

, :

, ,





(

)

( )

. 49 (43)

. 50 (44), 2,

(
)

,
,

.

. 54 (48) : ,
. 293 ()
. 352 (308) 114 (95)

.

(Segers, Daily Mail, Centros,

Uberseering, Inspire Art, Sevic, Cartesio, Vale)

()

()

- ( European Model
Company Act)

()

: 1968. o 2000.

(
)
,


.
: ,
(), ,
-

()

:
(fortress
Europe)

()

Directive 2009/101/EC of the European Parliament and of the

Council of 16 September 2009 on coordination of safeguards
which, for the protection of the interests of members and
third parties, are required by Member States of companies
within the meaning of the second paragraph of Article 48 of
the Treaty, with a view to making such safeguards equivalent
(Text with EEA relevance)
(OJ L 258, 1.10.2009, p. 1119)
(First Council Directive 68/151/EEC of 9 March 1968 on coordination of safeguards which, for the protection of the
interests of members and others, are required by Member
States of companies within the meaning of the second
paragraph of Article 58 of the Treaty, with a view to making
such safeguards equivalent throughout the Community )

()

Directive 2012/30/EU of the European Parliament and of the Council of

25October 2012 on coordination of safeguards which, for the protection of the
interests of members and others, are required by Member States of companies
within the meaning of the second paragraph of Article 54 of the Treaty on the
Functioning of the European Union, in respect of the formation of public
limited liability companies and the maintenance and alteration of their capital,
with a view to making such safeguards equivalent Text with EEA relevance
:
: Second Council Directive 77/91/EEC of 13 December 1976 in respect of the formation of public limited liability
companies and the maintenance and alteration of their capital (modified on several occasions, most important 2006)

Distributions to shareholders

() Feasibility
study on an alternative to the capital maintenance regime established by the
Second Company Law Directive 77/91/EEC of 13 December 1976 and an
examination of the impact on profit distribution of the new EU accounting
regime, KPMG, January 2008.
http://ec.europa.eu/internal_market/company/capital/index_en.htm

()

Directive 2011/35/EU of the European

Parliament and of the Council of 5 April
2011 concerning mergers of public limited
liability companies
: Third Council Directive 78/855/EEC
of 9 October 1978 based on Article 54(3)(g)
of the Treaty concerning mergers of public
limited liability companies.

2007, 2009
()

Fourth Council Directive 78/660/EEC

of 25 July 1978 based on Article 54 (3)
(g) of the Treaty on the annual
accounts of certain types of companies
(OJ L 222, 14.8.1978, p. 1131)
1990, 2001, 2003, 2006

1972, 1983, 1991.

,
( )

Sixth Council Directive 82/891/EEC

of 17 December 1982 based on
Article 54(3)(g) of the Treaty,
concerning the division of public
limited liability companies.

2007, 2009
()

Seventh Council Directive

83/349/EEC of 13 June 1983 based
on the Article 54 (3) (g) of the Treaty
on consolidated accounts
(OJ L 193, 18.7.1983, p. 117)

(
)

Eighth Council Directive 84/253/EEC

of 10 April 1984 based on Article 54
(3) (g) of the Treaty on the approval
of persons responsible for carrying
out the statutory audits of
accounting documents


2006.

Directive 2013/34/EU of the European

Parliament and of the Council of 26June
2013 on the annual financial statements,
consolidated financial statements and
related reports of certain types of
undertakings, amending Directive
2006/43/EC of the European Parliament
and of the Council and repealing Council
Directives 78/660/EEC and 83/349/EEC
Text with EEA relevance

(
)

(IAS, 13 ,
)

()

Directive 2005/56/EC of the

European Parliament and of the
Council of 26 October 2005 on crossborder mergers of limited liability
companies [Official Journal L 310 of
25.11.2005, p. 1].

2007, 2009

Eleventh Council Directive 89/666/EEC

of 21 December 1989 concerning
disclosure requirements in respect of
branches opened in a Member State by
certain types of company governed by
the law of another State
(OJ L 395, 30.12.1989, p. 3639)

Directive 2009/102/EC of the European

Parliament and of the Council of 16
September 2009 in the area of company law
on single-member private limited liability
companies (Text with EEA relevance)
: Twelfth Council Company Law
Directive 89/667/EEC of 21 December 1989
on single-member private limited-liability
companies

()

Directive 2004/25/EC of the

European Parliament and of the
Council of 21 April 2004 on takeover
bids (Text with EEA relevance)
(OJ L 142, 30.4.2004, p. 1223)

 ()

1997

Impact assessment on the Directive on the cross-border

transfer of registered office, Commission Staff Working
Document, Commission of the European Communities,
SEC(2007) 1707, Brussels 12.12.2007;
http://ec.europa.eu/governance/impact/ia_carried_out/d
ocs/ia_2007/sec_2007_1707_en.pdf

:
(Report of the Reflection Group)

Directive 2007/36/EC of the

European Parliament and of the
Council of 11 July 2007 on the
exercise of certain rights of
shareholders in listed companies
(OJ L 184, 14.7.2007, p. 1724)

Directive 2012/17/EU of the European

Parliament and of the Council of 13 June
2012 amending Council Directive
89/666/EEC and Directives 2005/56/EC and
2009/101/EC of the European Parliament
and of the Council as regards the
interconnection of central, commercial and
companies registers Text with EEA
relevance.

Council Regulation (EEC) No

2137/85 of 25 July 1985 on the
European Economic Interest
Grouping (EEIG).


SE

- Council Regulation (EC) No

2157/2001 of 8 October 2001 on the
Statute for a European company

- Council
Directive 2001/86/EC of 8 October 2001
supplementing the Statute for a European
company with regard to the involvement
of employees [Official Journal L 294,
10.11.2001].

- Council
Regulation (EC) No 1435/2003 of 22July
2003 on the Statute for a European
Cooperative Society (SCE)
(OJ L 207, 18.8.2003, p. 124)

- Council
Directive 2003/72/EC of 22July 2003
supplementing the Statute for a European
Cooperative Society with regard to the
involvement of employees
(OJ L 207, 18.8.2003, p. 2536)

- Proposal
for a Council Regulation of 25 June 2008 on the
Statute for a European Private Company (SPE)
- Proposal
for a Directive of the European Parliament and of the
Council on single-member private limited liability
companies - SUP (2014)
- Proposal for a
Council Regulation on the Statute for a European
Foundation (FE) 2012

2004/913/EC: Commission Recommendation of 14

December 2004 fostering an appropriate regime
for the remuneration of directors of listed
companies Text with EEA relevance
(OJ L 385, 29.12.2004, p. 5559)
Commission recommendation complementing
Recommendations 2004/913/EC and 2005/162/EC
as regards the regime for the remuneration of
directors of listed companies, 2009
Commission Recommendation of 30 April 2009 on
remuneration policies in the financial services
sector (Text with EEA relevance)
(OJ L 120, 15.5.2009, p. 2227)

EC Commission Recommendation of
15 February 2005 on the role of nonexecutive or supervisory directors of
listed companies and on the
committees of the (supervisory)
board (Text with EEA relevance)
(OJ L 52, 25.2.2005, p. 5163)

- Final Report of the High Level Group of
Company Law Experts ( ),
2002.
2003. Modernising Company Law and Enhancing
Corporate Governance in the European Union
A Plan to Move Forward

- Report of the Reflection
Group On the Future of EU Company Law, 2011 .
2012.

2002:

2011:

( )

Report of the High Level Group of Company Law Experts on a Modern

Regulatory Framework for Company Law in Europe , Brussels, 4 November
2002.
http://ec.europa.eu/internal_market/company/modern/index_en.htm#backgroun
d
Communication from the Commission to the Council and the European
Parliament: Modernising Company Law and Enhancing Corporate Governance
in the European Union A Plan to Move Forward , Commission of the European
Communities, Brussels, 21.5.2003., COM (2003) 284 final.
http://ec.europa.eu/internal_market/company/modern/index_en.htm
Report of the Reflection Group On the Future of EU Company Law , Brussels, 5
April 2011,
http://ec.europa.eu/internal_market/company/docs/modern/reflectiongroup_repo
rt_en.pdf, 7.11.2011.
Communication from the Commission Action Plan 2012.
http://ec.europa.eu/internal_market/company/modern/index_en.htm#actionplan
2012

European Commission Internal market Company Law

Modernisation of Company Law and Enhancement of Corporate
Governance
http://ec.europa.eu/internal_market/company/modern/index_en.htm