Study on the adequacy of the information to be disclosed under Article 89(1) of the Capital Requirements Directive IV
The study provides an assessment of the adequacy of the indicators covered in the current country-by-country reporting (CBCR) under Article 89(1) of Capital Requirements Directive IV (CRD IV). For the study, a legal mapping, interviews with more than 60 stakeholders, a survey among credit institutions, and an assessment of the CBCR practices of 129 credit institutions were conducted.
Study on the disclosure and cross-border use of company data, and digital developments related to company law
This study gathers and assesses legal, technical and economic data, and stakeholder feedback related to disclosure and cross-border use of company data, and digital developments related to Company Law. It provides a legal mapping of relevant national rules (section III), an overview of results of stakeholder surveys carried out in the context of the study (section IV), and an analysis of impacts of potential measures, which could be considered at EU level (section V).
Relevance and impact of artificial intelligence for company law and corporate governance
This study aims to contribute to a better understanding of the effects of the use of artificial intelligence (AI) by companies, shareholders, creditors, public authorities or other persons in order to perform certain company law and corporate governance tasks. The study maps actual and likely use of AI in this field, analyses potential regulatory gaps, obstacles and risks and develops some high level recommendations.
Letterbox companies: overview of the phenomenon and existing measures
This study aims to provide a comprehensive factual overview about letterbox companies mainly in the EU. It describes the phenomenon and its characteristics (section 2); presents possible ways to quantify letterbox companies, based on data and indicators available in the literature and the analysis of the Orbis database (section 3); analyses different types and uses made of letterbox companies (section 4); examines the role played by national company law requirements (section 5); and maps the existing measures that could have an impact on letterbox companies (section 6).
Directors' duties and sustainable corporate governance
The objective of this study was to assess the root causes of “short termism” in corporate governance, discuss their relationship with current market practices and/or regulatory frameworks, and identify possible EU-level solutions, also with a view to contributing to the attainment of the UN Sustainable Development Goals and the goals of the Paris Agreement on climate change.
The Study found a clear trend of short-termism in the focus of EU companies. It identified key drivers of this issue, ranging from the narrow interpretation of directors duties and the company’s interest with the tendency to favour the short-term maximisation of financial value, through growing pressure from investors and the lack of a strategic perspective on sustainability all the way to the limited enforcement of the directors’ duty to act in the long-term interest of company. In order to lengthen the time horizon in corporate decision-making and to promote a corporate governance that is more conducive to sustainability, the Study also identified specific objectives that EU intervention could aim to reach.
Due diligence requirements through the supply chain
The study focuses on due diligence requirements to identify, prevent, mitigate and account for adverse corporate impacts (abuses of human rights, including the rights of the child and fundamental freedoms, serious bodily injury or health risks, environmental damage, including with respect to climate). It examines existing market practices and regulatory frameworks as well as options for regulating due diligence in companies’ own operations and through their supply chain.
Through desk research, country analyses, interviews, case studies and surveys it identifies practices and perceptions regarding regulatory options. The assessment of options, ranging from no intervention to mandatory due diligence as a legal standard of care, considers economic impacts, impacts on public authorities, social, human rights and environmental impacts.
The study shows that while the UN Guiding Principles on Business and Human Rights’ standard of due diligence is increasingly being introduced into legal standards or proposed in Member States, only one in three businesses in the EU are currently undertaking due diligence which takes into account all human rights and environmental impacts. The survey respondents indicated that EU-level regulation on a general due diligence requirement for human rights and environmental impacts may provide benefits for business and the assessment of options looked into the administrative costs and burdens of each approach.
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Ernst and Young Study on the Cross-border Operations
This study provides an overview of the divergence of approaches across Member States in relation to cross-border conversions and divisions, the problems such fragmentation creates for companies and stakeholders, and the related statistical data.
Optimity Study on the Impact of Digitalisation
This study presents a comparative analysis of paper and online processes used in the context of company registration, company dissolution, filing and disclosure of company information and cross-border merger procedure, and the impacts that the use of digital tools has on legal certainty, socio-economic issues and illegal/fraudulent activities.
Assessment of the impacts of using digital tools in the context of cross-border company operations
Everis Study on Digitalisation
This study presents a factual overview of the use of digital tools in company law procedures across the EU, including information about benefits, constraints and challenges associated with such digitalisation.
Ernst and Young study on identification and assessment of legal and practical impediments for the use of digital tools for interaction between companies and their shareholders
The study analyses the current legal framework and practices in the European Union as regards the use of digital solutions in the interaction between companies and shareholders. It assesses legal and practical impediments to the use of digital solutions and any possible solutions.
The use of digital solutions is in most cases either required or allowed by national laws. Most companies and shareholders use digital solutions, in particular for communicating resolutions adopted in general meetings and meeting notices. The most commonly used solutions are e-mails and corporate websites. Even if they can require significant investment, digital solutions overall allow for faster, cheaper, more convenient, more effective and safer interactions. In-depth research on ten Member States demonstrated that the development of digital solutions more adapted to the users’ needs significantly facilitates their adoption even if the legal framework is not particularly favourable. Impediments to the use of digital solutions were identified: bias in favour of traditional solutions; ineffectiveness of the legal framework; additional burden for using digital solutions; blocking points along the chain of intermediaries; risks related to the chosen technology; and lack of harmonisation of legislation across Member States. Recommendations were also formulated to overcome these impediments.
TGS Baltic study on Minority Shareholders Protection
The purpose of the study is to assist the European Commission in assessing the EU policy on minority shareholder protection. The study includes comprehensive analysis and assessment of every Member State’s legal framework and it focuses on all principal categories of minority shareholder rights, namely economic, control, information, litigation, and equal treatment rights. The study strives to enable policymakers to obtain a clearer picture of Member States’ hard laws, soft as well as case-law. National legal experts as well as national stakeholders in Member States were involved in the preparation of the study to identify both practical and theoretical problems.
The study shows that despite similarities in legal framework for shareholders rights across the Member States, there still exist numerous differences in both regulation and enforcement. In some areas the EU law has a moderate contribution towards the proper functioning of the internal market as well as a limited impact on legal certainty and foreseeability.