The Spirit of Corporate Law

Reading the Company Law Action Plan of the European Commission (issued on 21 May 2003) one cannot help having the impression that European company law policy has a certain focus on listed companies and will try to enhance their efficiency by way of state competition if possible, and by harmonisation only if need be. The same is true under the new Action Plan on European company law and corporate governance (issued on 12 December 2012).This book, to the contrary, is first of all based on the fact that throughout Europe only a small number of corporations are listed at all - the reality of corporate law is dominated by small and medium-size enterprises. Therefore legal standards pertaining to control transactions or investor protection and other topics of capital market law are not part of the core principles of corporate law. The question is not how to protect best the interests of shareholders but rather the interests of all parties affected by a firm's activities, including its creditors and other third parties. The book is focusing on the perspective of key jurisdictions in continental Europe.Dr Günter H. Roth is a former professor of law at the University of Innsbruck.Dr Peter Kindler is professor of law at the Ludwigs-Maximilian-University Munich.'... (offers) a careful and very detailed comparative analy­sis of corporate law by distinguishing four main regulatory areas: the legal capital machanism, corporate governance, minority protection strategies, and external control (such as annual audit and disclosure requirement).'Frederico M. Mucciarelli, in: European Business Organization Law Review, 15,2014