This paper addresses recent developments in European company law. The Commission originally adopted a detailed positive harmonisation approach to company law convergence, which stymied agreement on further legislation and ossified the rules that had been promulgated. This stagnation necessitated adoption of a new minimalist approach to harmonisation, which acknowledged diversity in the system. Thus competition in the company law regime was accepted as a motivation towards best practice. Conceptions of best practice are beginning to accept stakeholders’ rights as a legitimate concern of corporate governance. This is a major development in EU company law jurisprudence and reflects the growing importance of societal concerns at the European level. The Societas Europea is a welcome development, which recognises that prescriptive, top-down harmonisation of company law is slow, cumbersome and extremely difficult to achieve. The establishment of a pan-European corporation is preferable to, and more efficient than, wholesale harmonisation of individual Member State company law. The attempts at harmonisation of company law have illustrated that EU law is evolutionary. Major obstacles to the realisation of a truly European company law regime, such as tax and fiscal policy, remain.
Business Law Review