Home / Gesellschaftsrecht & CG

Europäisches Gesellschaftsrecht und Corporate Governance

In recent years the issue of corporate governance has become a highly politicized policy area with great relevance for employees and society as a whole. At stake is the issue of who runs our companies and what strategies and goals these companies pursue. Since the 1990s corporate governance reform in Europe has been dominated by the ‘shareholder value’ model of the firm, which prioritizes the interests of shareholders. However, in the wake of the financial crisis, increasing dissatisfaction with this model is leading to the search for an alternative which gives stakeholders a stronger ‘voice’ in company affairs and focuses on long-term sustainability.

Latest developments

ETUI's workshop on '“Workers’ participation in corporate governance”

The EWPCC of the ETUI organized a workshop “Workers’ participation in corporate governance” on 23th April 2018, in Madrid (Escuela Muñiz Zapico from CCOO).

The workshop had four main objectives: situate workers’ participation as a means to democratize the company in the context of after-crisis modernization of industrial relations in Spain, promote a theoretical-practical debate on the issue, illustrate with empirical comparative data on institutional models and existing practices of workers’ representation at European level, and finally, collectively learn from exchange of experience between workers’ representatives involved in corporate decisions in different companies and EU Member States.

Tax justice in Europe: why does it matter for workers? (Policy Brief)

Policy Brief by Tove Maria Ryding

Tove Maria Ryding in cooperation with the ETUI's GoodCorp Expert Network casts light on the links between tax avoidance and how workers' voice be a countermeasure and a means to making companies more sustainable.

Tax avoidance by corporations is widespread in Europe and costs governments more than €70bn annually. This revenue loss, and the legal ramifications of strategies that multinational companies use to avoid paying taxes, starves public services of funding, limits the bargaining power of trade unions and undermines employee rights. This ETUI policy brief outlines the scale of the problem, describes some of the ways that corporations limit their tax liabilities, and suggests some practical solutions. The brief shows that corporations have a range of strategies for avoiding paying taxes, including: declaring themselves to be multinationals; use of ‘transfer pricing’ to shift sales from high to low tax jurisdictions; and concluding secret tax deals with governments. Wealthy individuals also have a number of accounting and legal tricks available to them to conceal their assets.

30% female quota in supervisory boards of German DAX companies

The law adopted by the German Bundestag on the 01 January 2016 setting mandatory quota levels for female supervisory board representation within both DAX registered companies and large co-managed companies appears to start having a real impact. In a recent report (annual “DAX 30 Supervisory Board Study, 2018) consultancy company Russel Reynolds Associates indicated that for the first time the 30% female minimum threshold has been reached globally across the DAX registered companies. In the company that was the last to meet the quota requirements, the SAP’s, the supervisory board now actually stands at 56% versus 22% a year ago. Only five DAX companies are falling short, namely Adidas, Henkel, Infineon, Merck, and Continental and must urgently appoint female representatives.

European Company Law

This section provides an overview of the European company law directives which have been passed to date. It also provides a more detailed discussion of those directives with provisions for worker information, consultation and participation, as well as current proposals for directives which would have particular significance for worker involvement. It also contains information on other issues in European company law, such as the European Cooperative Society or the European Private Company (SPE). Both have significant implications for employees’ rights.

Corporate Governance

The concept of corporate governance is defined in different ways. The narrow definition focuses on the control of management by shareholders. The broader definition looks at the role of stakeholders in making and implementing strategic decisions in the company. Corporate governance must be understood as a system in which there is an interplay of different regulations and market forces. Therefore corporate governance deals with multiple issues in the field of corporate law, securities regulation, corporate finance and industrial relations. In 17 of the 27 EU member states and in Norway employees are represented in the companies' supervisory or administrative board.

ECJ jurisprudence on the transfer of de facto company head offices

In recent years the European Court of Justice has, in a series of decisions, established some principles of law in the context of freedom of establishment (Art. 43, 48 EC Treaty) and the transfer of a company’s de facto head office to other member states that have had a profound impact on national regulation of legal conflicts (incorporation theory and seat theory). The leading cases in this context are the following: Daily Mail, Centros, Überseering, Inspire Art and Cartesio. The main outcome of these decisions is the possibility for companies to transfer their de facto head office to the member state of their choice.

GOODCORP Research Network on Corporate Governance

GoodCorp is a network of researchers and trade unionists concerned with corporate governance issues. It was established in 2005 by the ETUI and has a threefold mission.


Contact 

Sigurt Vitols
Associate Researcher ETUI and Researcher at the Social Science Research Center Berlin (WZB).
svitols@etui.org

Aline Conchon
Research Officer ETUI
Tel. 0032 (0)2 2240590
aconchon@etui.org