ABSTRACT
The differences between the United Kingdom and United States models of corporate governance derive not only from differences in corporate law, but also from differences in philosophy and approach. Historically, there has been considerable variance among European Union (EU) Member States in the legal and regulatory approach to shareholder rights including the treatment of minority shareholders in the event of takeovers and transactions controlled by dominant shareholders. By 2007, all 27 EU Member States had issued corporate governance codes modelled on the principles-based ‘comply or explain’ approach pioneered in the United Kingdom. As in the United Kingdom, the European Commission has taken a primarily principles-based approach to corporate governance, combining a limited number of core rules with the greater flexibility of recommendations that companies may choose to follow and shareholders may choose to enforce. At the supra-national level of the EU, the corporate governance framework for European listed companies is a combination of legislation and ‘soft law’.
