Company Law and Corporate Governance. The Shifting Landscape of Corporate Governance. Editor’s Note: This post comes to us from John J. Madden, a member of the Mergers & Acquisitions Group at Shearman & Sterling LLP, and is based on an article that first appeared in the BNA Corporate Governance Report and appears with permission; the complete article is available here. The widespread public criticism of boards of directors arising from the financial crisis, and the ensuing governance reform initiatives, should not have come as a surprise to those following trends in corporate governance. Instead, they should be seen as part of a series of developments in the evolving relationship between shareholders and their boards in the United States that has been underway for the past two decades.
There is no indication that this trend will reverse or even slow down significantly. The Longstanding Corporate Decision-making Model For almost a century the U.S. model for corporate decision-making has been based on the principle of separation of ownership and control. Takeover Defenses. Www.oecd.org/dataoecd/60/28/1931684.pdf. OHADA BUSINESS LAW. European Commission » Internal Market » Company Law » Modernisation of Company Law and Enhancement of Corporate Governance » European Private Company. The European Commission has presented a proposal for a Statute on a European Private Company (“SPE”). This new company form will enable small- and medium-sized enterprises (SMEs) to do business throughout the EU, with the aim of cutting costs and encouraging growth in this area.
The SPE has been designed to address the current onerous obligations on SMEs operating across borders, who need to set up subsidiaries in different company forms in every Member State in which they want to do business. In practical terms, the SPE would mean that SMEs can set up their company in the same form, no matter if they do business in their own Member State or in another. Opting for the SPE will save entrepreneurs time and money on legal advice, management and administration. The proposal will now be submitted to the European Parliament and Council. Proposal for a European Private Company Statute (25.06.2008) Consultations and the conference on the European Private Company Statute Aggregate results and Report.
Www.publications.parliament.uk/pa/cm200203/cmselect/cmtrdind/439/439.pdf.