A need for further harmonization?

Depending on your temper, there may be something slightly saddening about looking at the European directives on company law; a feeling that a great momentum has ground to a halt. Then again, you may feel relief.

In the beginning harmonization appeared to be as easy as one, two, three: the First Company Law Directive on publicity and company formation, the Second Company Law Directive on capital and the Third Company Law Directive on mergers. But there soon came the first major stumble, when the proposal for a Fifth Company Law Directive on corporate governance was first brought to a halt, then forgotten and finally abandoned. Although new directives would continue to be adopted with the Sixth Company Law Directive on the division of companies, this was not quite the same, as this Directive was optional in its entirety. Later, a proposal for a Ninth Company Law Directive on corporate groups was never even adopted by the Commission, which left a gap between the Eighth Company Law Directive on auditing and the Eleventh Company Law Directive on branches, a gap that was widened by the stalling of the proposal for a Tenth Company Law Directive on cross-border mergers. And when that Directive was eventually passed – due, as is so often the case, to the gentle but firm assistance of the European Court of Justice – it no longer carried a number in its title, leaving a permanent gap in the numbering.