How to achieve an EMCA : By revision and comparison to the MBCA project

University essay from Högskolan i Jönköping/IHH, Rättsvetenskap

Author: Azin Taheri Koutenaei; [2010]

Keywords: Corporate law; the EU; the US; EMCA; MBCA;

Abstract:

The demand for a rapid response to constant business developments turns existing corporate legislations and Directives into an obstacle to innovation and progress. Company law’s need for continuously updated and flexible solutions can be accomplished with a model act. In 1950 the US presented its MBCA and there is currently a European working group involved in a voluntary and private project trying to develop a similar model for the EU. An EMCA should cooperate with the competition between Member States and their corporate legislation to further the practice of converging rules within EU company law.

The working group needs to study the structure, comprehension, composition and general process of the MBCA project in detail and let the established US project have a greater influence on the EMCA. Concrete examples of what the EMCA group can change in their approach to the project are:

1 Procedure: Make the finished drafted chapters and proposed provisions available for the public. Add more steps to the model act’s development procedure and do not rush the publication and the consulting stages with interested parties. Furthermore, put one reporter in charge of the entire project and its development.

2 Committee: Appoint more corporate law practitioners and professors within closely related areas to corporate law, to members of the Group. Furthermore the “experts” of issues that might occur with the EMCA should be involved during the initial development of the provisions.

3 Material: Reinstate the original objective of initially only providing rules for public companies. Preferably present provisions for private companies in a distinct and separated form at a later stage.

If the Working Group were to imitate several of the US procedures for the MBCA project, the EMCA might result in advantageous for the convergence of corporate law within the EU.

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