{"title":"通过欧盟法律中的强制性信息披露规则引导公司实现政策目标","authors":"António Garcia Rolo","doi":"10.54648/eucl2022006","DOIUrl":null,"url":null,"abstract":"Mandatory disclosure rules applicable to EU companies, such as the basic information every company is required to disclose on a public register and periodical financial information, have traditionally sought to mediate agency problems between managers and shareholders and company insiders and outsiders. However, mandatory disclosure foreseen in EU law has since expanded beyond that, especially in large companies, listed companies or those carrying out certain activities. Some those more recent mandatory disclosure rules – such as the Shareholders Rights Directive and the environmental and social disclosure rules foreseen in the Non-Financial Reporting Directive and the Sustainable Finance Disclosure Regulation – have gone beyond the traditional end of mediating agency problems (or, in the case of listed companies, provide price informativeness) and have, instead, been seeking to use their effects on corporate governance to steer companies towards distinct policy objectives set out by the legislator. By equipping the potential users of that information – shareholders and stakeholders alike – with more information, the legislator seeks to change the behaviour of the disclosing company without being too forceful or imposing.","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.5000,"publicationDate":"2022-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":"0","resultStr":"{\"title\":\"Steering Companies Towards Policy Objectives Through Mandatory Disclosure Rules in EU Law\",\"authors\":\"António Garcia Rolo\",\"doi\":\"10.54648/eucl2022006\",\"DOIUrl\":null,\"url\":null,\"abstract\":\"Mandatory disclosure rules applicable to EU companies, such as the basic information every company is required to disclose on a public register and periodical financial information, have traditionally sought to mediate agency problems between managers and shareholders and company insiders and outsiders. However, mandatory disclosure foreseen in EU law has since expanded beyond that, especially in large companies, listed companies or those carrying out certain activities. Some those more recent mandatory disclosure rules – such as the Shareholders Rights Directive and the environmental and social disclosure rules foreseen in the Non-Financial Reporting Directive and the Sustainable Finance Disclosure Regulation – have gone beyond the traditional end of mediating agency problems (or, in the case of listed companies, provide price informativeness) and have, instead, been seeking to use their effects on corporate governance to steer companies towards distinct policy objectives set out by the legislator. By equipping the potential users of that information – shareholders and stakeholders alike – with more information, the legislator seeks to change the behaviour of the disclosing company without being too forceful or imposing.\",\"PeriodicalId\":11843,\"journal\":{\"name\":\"European Company Law\",\"volume\":null,\"pages\":null},\"PeriodicalIF\":0.5000,\"publicationDate\":\"2022-03-01\",\"publicationTypes\":\"Journal Article\",\"fieldsOfStudy\":null,\"isOpenAccess\":false,\"openAccessPdf\":\"\",\"citationCount\":\"0\",\"resultStr\":null,\"platform\":\"Semanticscholar\",\"paperid\":null,\"PeriodicalName\":\"European Company Law\",\"FirstCategoryId\":\"1085\",\"ListUrlMain\":\"https://doi.org/10.54648/eucl2022006\",\"RegionNum\":0,\"RegionCategory\":null,\"ArticlePicture\":[],\"TitleCN\":null,\"AbstractTextCN\":null,\"PMCID\":null,\"EPubDate\":\"\",\"PubModel\":\"\",\"JCR\":\"Q3\",\"JCRName\":\"LAW\",\"Score\":null,\"Total\":0}","platform":"Semanticscholar","paperid":null,"PeriodicalName":"European Company Law","FirstCategoryId":"1085","ListUrlMain":"https://doi.org/10.54648/eucl2022006","RegionNum":0,"RegionCategory":null,"ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":null,"EPubDate":"","PubModel":"","JCR":"Q3","JCRName":"LAW","Score":null,"Total":0}
Steering Companies Towards Policy Objectives Through Mandatory Disclosure Rules in EU Law
Mandatory disclosure rules applicable to EU companies, such as the basic information every company is required to disclose on a public register and periodical financial information, have traditionally sought to mediate agency problems between managers and shareholders and company insiders and outsiders. However, mandatory disclosure foreseen in EU law has since expanded beyond that, especially in large companies, listed companies or those carrying out certain activities. Some those more recent mandatory disclosure rules – such as the Shareholders Rights Directive and the environmental and social disclosure rules foreseen in the Non-Financial Reporting Directive and the Sustainable Finance Disclosure Regulation – have gone beyond the traditional end of mediating agency problems (or, in the case of listed companies, provide price informativeness) and have, instead, been seeking to use their effects on corporate governance to steer companies towards distinct policy objectives set out by the legislator. By equipping the potential users of that information – shareholders and stakeholders alike – with more information, the legislator seeks to change the behaviour of the disclosing company without being too forceful or imposing.