Unification of corporate legislation: World trends, eu legislation And russia’s outlook

Publication date
Wednesday, 09.10.2002

A. Radygin R. Entov

RECEP Working Paper Series

At the national level, development of the corporate legislation cannot be assessed adequately unless the influence of the rules of other countries is taken into account. Latest developments in the area of corporate law are quickly borrowed by legislation and practice of other countries, which means that “corporate law in every country is developed by the international effort” (Ripert, p. 678). However, unification is not the result of international agreements but mostly of unilateral reception of concepts, constructs and institutions of foreign corporate law. Most of the lawyers consider such an approximation of legal systems not as unification but as copying or imitation of foreign law (Matteucci, p. 338).


Chapter 1 Reception and unification of corporate legislation: the world process and national restrictions 3
1.1. Reception, convergence and unification 3
1.2. Some problems with the traditional models 10
Chapter 2. Specific features of company law unification within the EU 12
2.1. General 12
2.2. Directives concerning company law 15
2.3. “The European Company” 21
2.4. Mergers and takeovers 24
2.4.1. Terms and models: some by-country differences 24
2.4.2. Regulation of mergers and takeover in the EU law 28
2.5. Bankruptcies 32
Chapter 3. Russia’s corporate legislation and perspectives of applying the EU experience 33
3.1. Reception and general tendencies in development of company legislation in the period of transition 33
3.2. Specific features of potential harmonization of company law in Russia 38
3.2.1. Formal criteria 38
3.2.2. Real criteria and recommendations for Russia 43
Bibliography 54


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