The Retained EU Law (Revocation and Reform) Bill (“the Bill”) is likely to have the reverse effect to what it aims to achieve: economic growth and business certainty (Explanatory Notes to the Bill) through clarification/simplification of UK law post-Brexit. There is lack of clarity, requiring lawyers and business advisers to search through layers of material to establish which “retained laws” are being targeted, the Retained EU Law Dashboard is not easy to navigate and nor does its list of relevant legislative instruments correspond to other official publications such as that of the House of Commons Library Briefing Paper, Legislating for Brexit: Statutory Instruments Implementing EU Law. Moreover, the sunsetting deadlines for the targeted retained laws are likely to force the relevant departments to experience the dilemma of causing laws to expire without consulting the public fully, applying full Parliamentary scrutiny, or restating retained laws with inadequate resources to make such restatements sufficiently effective (Travers Smith: The Retained EU Law Bill: another Brexit cliff edge looms? October 2022). The resulting uncertainty that businesses will endure from this Bill and the regulatory gaps, at least in the short term, leave one wondering as to the value of the rush to legislate in this way. This blog focuses on the company law impacts as an example of the complexities and problems likely to arise, not just in the company law arena but in other important areas the development of which has been influenced significantly by European legislation, such as environment law. (more…)
By Dr. Georgina Tsagas, Senior Lecturer in Law (Brunel University) and Prof Charlotte Villiers, Professor of Company Law (University of Bristol Law School).
In our paper we shed light on why ‘Less is More’ in the Non-Financial Reporting landscape and explain how an effective decluttering of the non-financial reporting landscape can take place by focusing on improving and widening the scope of the application of the EU Non-Financial Reporting Directive.
What is the root cause of the problem at hand?
Knowing ‘the price of everything and the value of nothing’ is more than just a nice turn of phrase that Oscar Wilde had Lord Darlington quip in one of his plays. Projecting into the future, the phrase has spoken volumes on how modern society has drifted away from cultural values and has also highlighted society’s collective failure to place those values on a par with financial ones. Yet in the area of corporations’ non-financial reporting the problem remains that, although in the year 2020 we have reached a common ground on the fact that sustainability is a value worth preserving, there is no rate, no metric, no price nor cost attached to it, which arguably creates chaos for private and public actors alike. Not only do identified stakeholders face the negative consequences, but in both the short term and long term all actors involved and affected corporations, as well as society as a whole, will face the adverse effects of corporations’ unsustainable practices. The fact that sustainability cannot be accounted for in a consistent way is the essence of the problem. Assuming that the chaotic framework for non-financial reporting is part of the problem, we argue that fixing that framework must be part of the solution. (more…)
The regulation of takeovers constitutes a highly sensitive topic insofar as takeovers may be the means by which control over a typically dominant corporation in one EU Member State is transferred from its holder to a foreign acquirer. The issue of how takeovers are regulated is therefore not only of interest to investors and the broader business community, but is ultimately an issue which attracts the interest of national governments and industry-specific authorities, as it can affect important institutions within a Member States’ economy.
The phrase ‘All animals are equal, but some animals are more equal than others’ is one of the most memorable phrases of George Orwell’s highly political literary book ‘The animal farm’. The story narrates how the animals of the farm attempt to revolt against man as their ruler in order to create a farm which will be run by all animals on an equal basis. However, certain animals eventually prevail over others abusing their power, collaborating with the former ruler and dominating in the same way in which the ruler they had overthrown had. ‘The animal farm’ constitutes a satirical allegory of the Russian Revolution and in essence criticizes the way in which control is in fact exercised in societies that have otherwise been founded on the ideology of equality. Though not a society per se, but rather a union of Member States, the EU has been founded on similar principles of equality or rather principles of ‘non-discrimination’ introducing the four freedoms which apply to natural, as well as to legal persons throughout the Union. (more…)