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Group interest in EU company law

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With the title “Group Interest in Central Eastern European Company Law” an English-language conference was held on 11 November at the National University of Public Service. The event was organized by the Faculty of International and European Studies in cooperation with Societas CEE Company Law Research Network. We asked Prof. Martin Winner, president of Societas, about his opinions and experiences.

group interest in company law

The conference on group interest in Central and Eastern European company law was organised in cooperation with Societas CEE Company Law Research Network. This Research Network is a relatively new organisation with a special geographic scope. What were the main reasons for the establishment of the Network and what are its main objectives?

What we saw when we decided to set up the network was that there was rather little international cooperation and networking among scholars from Central and Eastern Europe, and the idea of our network was to increase networking within company lawyers in CEE countries. Additionally, there are still some peculiar problems to these jurisdictions, which should also be in the focus of scholarly research – the network aims at putting these CEE issues in company law to the forefront.

Why was group interest in company law chosen as one of the first topics that Societas deals with? Are there any legal developments that make this choice particularly topical?

Actually, there are two developments. On the one side there are national developments. Many jurisdictions are changing their law in this respect towards a stronger recognition of the group interest. We have seen that for instance in the Czech Republic, which has approximated its law to the French Rozenblum doctrine at least to some extent, and we have also seen that in the new Hungarian company law where some changes to that respect have been made. Secondly, there are also developments on the European level:  according to the current European Commission Action Plan on Company Law the recognition of group interest is a topic the Commission plans to deal with, and it is in the process of thinking about what precisely it is going to do. These two different tracks make the issue very topical at this stage.

Are there any special common issues related to group interest on a regional level or this problem is universal in nature?

It is also a regional issue for CEE countries because very often there is a cross-border aspect in company groups and as a matter of fact many local companies are subsidiaries of foreign parents. That is a very important issue in Central and Eastern Europe. But the basic problem of corporate groups and group interest and whether the group’s common interest should be recognised or it is just the interest of the subsidiaries that matters, that is in reality a very common issue all over Europe.

Are there any special lessons that countries in the region might learn from each other?

I think one important lesson is that you have to be very careful with legal transplants and not just copy foreign solutions, which seem to make sense, because at the end of the day they will not fit in very well with existing company law and other regulations. In addition, it is not just an issue of writing good new laws in the books but also people – especially judges, lawyers and businessmen – have to understand what the law is about: following up on legal changes is equally important. In general, I believe that an evolutionary approach is much better than revolution: I am in favour of change, but I prefer gradual change.

Societas already organised a workshop on the same topic in Vienna this February. What were the conclusions of this workshop and how does this conference build on that experience?

The idea of the workshop was to set out the common understanding of the issue. I think it is very important that before a conference people making the presentations generally know what precisely should be the common issue so they can address it better. A preparatory workshop is always very important to make a conference successful.

Do you consider the conference successful? How did it contribute to our understanding of the legal issues related the group interest? Are there any messages to take away from this meeting?

I think only conferences will help us to understand the different issues in the countries because publications are not easily accessible. As far as messages are concerned, it is a very important lesson that we have a lot of diversity in this area, and I am very hesitant to believe that just one act by the European legislator will help to overcome this diversity. So one lesson is that the European legislator should look at local traditions and local issues, and then must be very careful when intending to uproot them.

Is there a follow-up planned after the conference? Will Societas keep this topic on its agenda?

On the issue of corporate groups and group interest there is a publication planned but we of course also plan to follow up with further conferences. These will not directly touch group interest again but will cover other areas, but certainly there will be a follow up in the Societas Network.

What other issues is Societas planning to tackle in the near future?

We are currently thinking about two issues and we are in the process of deciding which one is going to be in the forefront. One issue is intra-group guarantees, i.e. guarantees usually by the subsidiary for the debts of the parent company which is to some extent related to the group interest but looks at it from a different angle. The second topic we are planning to look at is the corporate governance of publicly held companies, i.e. of companies owned by the State or by local authorities. Here of course we have specific corporate governance problems and international trends how they are recognised and dealt with. We would like to pick those up in the CEE context and see how we can contribute to the legal discourse.