Das Kapital der Aktiengesellschaft in Europa

Very different systems for corporations have always existed in Europe. These differences relate not only to the management structure of the corporations, with single or dual systems for management bodies, but also to the principles of permanent capital: Fixed capital is foreign to English and Irish law, and must be incorporated into the legal systems (only) for the corporation on the basis of the 2nd EU Capital Directive of 1976. No one ever made friends in these countries in doing so. Therefore, the British Department of Trade initiated and supported an investigation by a workgroup under the leadership of Jonathan Rickford some years ago regarding the benefits of this system. The report from this workgroup was published in the year 2004 (European Business Law Review [2004] 919). It came to the conclusion that the system of permanent capital is expensive and redundant; it therefore recommended the cancellation of the 2nd Directive. The British government aligned itself with this approach and pressed the European Commission for an appropriate initiative.
Before this background, a group of German scholars and practitioners of corporate law converged in order to investigate the sense and benefits of permanent capital and its individual elements quite broadly. Aside from a summary of the results, a total of 15 individual investigations of aspects of capital in Germany and their relationships to adjacent legal areas (accounting and insolvency, for example) are in the present volume, with 7 reports on foreign permanent capital (France, Great Britain, Italy, the Netherlands, Poland, Spain in the USA), each under the same questions such as the discourses on German law. The investigation seeks to convince the European Commission of the benefits of the 2nd Directive.

Marcus Lutter, Zentrum für Europäisches Wirtschaftsrecht an der Universität Bonn.