转型中的欧洲公司法——争取参与性和可持续性

IF 0.3 Q3 LAW
Stefan Grundmann
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引用次数: 0

摘要

《欧洲公司法》是欧盟(EU)层面的公司法(作为“联邦政策”),近年来已经走过了50个年头。其中25年是由市场功能方法主导的,即“黑箱”方法,从外部观察公司,并保证公司外部的人,理性的信息用户(即长期债权人和投资者)获得必要的信息,这是至关重要的。大约30年前,人们开始改变这种做法;在过去的20年里,一种方法占据了主导地位,首先,这种方法大大增加了公司的参与度和真正的多重“声音”——作为一种旨在授权和激化讨论的方法,它可以被称为“红框”方法。在这种方法中,更多的结构性信息和授权得以实现,公司内部的关系也更加受到立法机构的关注。随着欧盟变得更像一个政治联盟,或者立法机构竞争的概念成为一种潜在的现实,比如Centros,新经济社会学的出现也可以感觉到。作为一个共同点,“群体智慧”似乎更受关注。过去20年的第二阶段,主要是在过去十年,主要是由外部确定某些长期目标,促进可持续发展的目标。再一次,理论思想的重要总体趋势出现了,因此这一阶段可以被视为一种“绿箱”方法。价值的框架建构是这种方法的目的。本文汇集了欧盟公司法作为联邦任务的三个发展阶段,包括思想史和政治发展,以及它们的理论和政治基础。这篇文章主要是针对欧盟层面的发展(ius communitatis),但也提供了与(比较)国家发展和灵感(ius communatis)的联系。
本文章由计算机程序翻译,如有差异,请以英文原文为准。
European Company Law in transformation—strive for participation and sustainability
European Company Law, a European Union (EU)-level company law (as ‘federal policy’), has passed the 50-year mark these years. Twenty-five of those years were dominated by a market function approach, the ‘black-box’ approach, where the company was seen from outside and guaranteeing necessary information for those outside the corporation, rational information users (namely long-term creditors and investors), was paramount. A transformation away from this approach began some 30 years ago; the last 20 years were dominated, first, by an approach that strongly increased participation and true multiple ‘voices’ in companies—as an approach meant to empower and heat up discussion, it can be termed the ‘red-box’ approach. This is an approach where more structural information and empowerment took place, and relations within the company were more in the focus of the legislature as well. The advent of new economic sociology could also be sensed, as the EU became more of a political Union or the concept of a competition of legislatures became a potential reality, such as with Centros. As a common denominator, the ‘wisdom of the crowds’ would seem to be more in the focus. The second phase of these last 20 years, primarily in the last decade, was then dominated by a fixing of certain long-term goals from the outside, fostering a goal of sustainability. Again, important general trends of theoretical thought emerged, and this phase can therefore be seen as a ‘green-box’ approach. A framework constitution of values is the aim of such an approach. This article brings together EU company law as a federal task and the development of these three phases, including the history of thought and political developments, as well as their theoretical and political underpinning. The article does this mainly for development at the EU level (ius communitatis), but also provides a link to (comparative) national developments and inspiration (ius commune).
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CiteScore
0.60
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