research@hec - Issue #25 - (Page VI)

research Europe and business law Still far from complete harmonization Nicole Stolowy and Séverine Schrameck* looked at European legislation and how the European Commission to create a global European model for business law. it impacts the business law of member states. They show that it is still difficult for hec Nicole Stolowy BIOGRAPHY Nicole Stolowy joined HEC Paris in 2005. She holds bachelor’s, master’s, and doctoral degrees in private law (University Paris 1 Pantheon-Sorbonne) as well as a certificate to practice law, and she is a qualified dissertation adviser. Her research and teaching focus on business law and social law. She recently adopted an international perspective, looking at the contribution of European law to domestic legislation regarding business law. STILL GLARING DISPARITIES This case concerned a Hungarian company that wanted to transfer its registered office to Italy. The Hungarian law on the matter required it to liquidate the company, so it no longer appeared in the company register, and then to create a new comThe initial objective of the European Communities was to build a common market, based on the legal foundation of the treaties of the European Communities and the European Union. However, “EU institutions have been concerned from the outset about the way disparities in national laws slow down progress in building the common market,” says Nicole Stolowy. “As they cannot ignore those laws, they have introduced many initiatives to try to harmonize all rules relative to the operation and regulation of companies.” In effect, the company laws of member states and European legislation do not always interlock to support a common market. The example at the start of the article coauthored with Séverine Schrameck provides a case in point. In late 2008, the Court of Justice of the European Communities ruled in the Cartesio case that member state legislation prohibiting a company incorporated in the country from transferring its registered office to another member state while retaining its status in the original country was contrary to the treaties of the European Union. THE EUROPEAN COMPANY STATUTE Even when progress is made, it is often placed into question or does not lead to the desired results. For example, after 30 years of work and discussions, European authorities reached an agreement in 2000 on a new type of company where the same rules of creation and administration apply throu- pany in accordance with the laws of the new country. “This ruling illustrates the obstacles that legal development of the Union places in the way of full achievement of the common market,” explains Stolowy. “The ongoing construction of a united Europe has achieved freedom of movement for workers, merchandise and capital, but is still hindered by juxtaposition of European law and national laws within the legal order created by the EU. The Cartesio ruling shows how influential national legal orders remain, and that they can hamper corporate mobility and therefore the reality of the common market. It also highlights the stalemate in which the ECJ finds itself on these questions.” This ruling, combined with the difficulties of extending the Union and the skepticism towards the Bolkestein directive on the free movement of workers, raises doubts over the reality and scope of this harmonization. Member states’ legal traditions are so diverse that some wonder if such a harmonization is really possible. VI research@hec • February - March 2012

Table of Contents for the Digital Edition of research@hec - Issue #25

Cover & Contents
Capitalism in the face of the ecological crisis
Increase innovativeness by shaping managerial perceptions of their environments
Europe and business law: Still far from complete harmonization
HEC Paris News

research@hec - Issue #25