The Capital Directive or Second Company Law Directive is the second directive in company law. It intended to create similar rules on the incorporation and capital requirements of public limited liability companies throughout the European Union, and applies also in the countries of the European Economic Area. Practice indicated that simplifying the rules laid down in the Second Company Law Directive could promote business and competition without undermining the protection afforded to shareholders and creditors. Thus, Directive 2006/68/EC of the European Parliament and of the Council of 6 September 2006 was passed, amending the Second Company Law Directive. The proposed changes are intended to create more flexibility and reduce the financing costs of public limited liability companies. In light of these changes, a complete overview of the framework put in place by the Second Company Law Directive is in order.

The book provides a comprehensive analysis of the rules applicable to the capital requirements of European companies with limited liability, the minimum information in the articles of association and related documents, the incorporation and capital requirements of European companies with limited liability and the rules applicable to the acquisition and pledge of their own shares, the cross-participations, the financial assistance and the distribution of profits.