FESE response on Modernising Company Law and Enhancing Corporate Governance

16 May 2006

FESE issued its response to the Commission Consultation on Future Priorities for the Action Plan on Modernising Company Law and Enhancing Corporate Governance. To create the same conditions for competition for all Member States, FESE states that it could be useful to reflect on how to harmonise the complex area of the currently very diverse capital structures.

FESE members have differing views on the need to create a single Directive on Company Law. Some Members strongly believe that such a Directive is essential to ensure harmonisation, consistency and internal coherence of the rules in this field. Others feel that this is a much more challenging and extensive exercise than is realised. Codification and recasting will have many implications and may end up causing more problems than it solves.

FESE also points to the significant relationship existing among the proposal for a Directive on shareholders’ rights, the Transparency Directive and the work in progress of the Unidroit which is drafting a Convention on harmonised substantive rules regarding securities held with an intermediary.

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