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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

Webinar on Non-financial Reporting in the EU

The ETUI in cooperation with the ETUC organized a webinar on "Non-financial Reporting in the EU: What Role for Trade Unions and Worker Participation?" on 10 March 2021. The webinar discussed what types of non-financial information are needed by trade unions and worker representatives and how to strengthen their role in the non-financial reporting process.    

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.

Webinar on "Human rights due diligence (HRDD) and responsible business conduct in the EU"

The European Worker Participation Competence Centre (EWPCC) and the European Trade Union Institute (ETUI) in cooperation with the European Trade Union Confederation (ETUC) organized a webinar on 13 January 2021 on the subject of "Human rights due diligence (HRDD) and responsible business conduct in the EU". 

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 dedicated to promoting a stakeholder approach to EU corporate governance and company law. Its three main activities are:

  • the exchange of information and opinions on current issues on the European corporate governance and company law agenda as well as on key developments in EU Member States
  • research and publication on policy options
  • advice and support for the European trade union movement on these issues

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