Instruments of EU Corporate Governance

European Company Law Series, Volume 19

Compelling new perspectives on corporate governance – including attention to increased shareholder engagement, long-term value creation, and sustainability – have given rise to major changes in the management of companies. Yet, until this book, there has been no systematic account of the legislative and soft law instruments designed to promote good corporate governance practices across the range of sizes and types of companies. The book analyses the various instruments that legislators and others have used to promote good corporate governance in European companies and assesses their value in practice.

Nineteen well-known scholars of business and corporate law delve into how such issues and topics as the following are approached across the spectrum of corporate governance instruments available in Europe:

• corporate codes of conduct;

• procedural rules regulating how directors make decisions;

• rules on board composition and remuneration;

• regulating boards in small- and medium-sized enterprises;

• public enforcement of directors’ duties;

• how digitalisation may affect implementation of corporate governance instruments;

• reporting rules;

• rules on the empowerment of minority shareholders;

• the role of the general meeting;

• regulation of the market for corporate control;

• certifications;

• rules on liability of directors; and

• role of auditors and accountants.

In its in-depth analysis of the benefits and potential disadvantages of each instrument and what may be achieved both at company level and generally, this book will prove of value to all concerned with promoting responsible corporate governance, whether in business, government, or academia.