Panel 1: Digital Company Law & Corporate Governance 2017-09-04 Panel 1: Digital Company Law & Corporate Governance Professor, Dr Jesper Lau Hansen

Company law – as it was and still is 2017-09-04 Company law – as it was and still is Modern company law is based on a permissive approach Probably derived from the law of contract Allows for great autonomy and self-regulation in the articles Legislation is mostly default (standard contract terms) Except for the need to protect certain interest groups Notably creditors, minority shareholders and employees Legislation reflects the time and age, when it was passed This also goes for its relationship with technology Company law legislation is out of step in many jurisdictions with modern IT Communication no longer require paper, nor do meetings require physical presence

The benefits of IT to Member States 2017-09-04 The benefits of IT to Member States The interconnection of business registers in the BRIS project is a bold and promising step towards instant and Union-wide transparency We need to build on this Use of IT, incl. self-registration by private parties, by business registers brings many advantages Speed Freeing public employees and resources for other more important tasks Enabling interconnection and data-sharing with other MS Union-wide accessibility by the public of all relevant information On-line registration can be done in many ways Safeguards and gatekeeper functions may ware among Member States

The relationship between State and company 2017-09-04 The relationship between State and company Establishment of companies should be available on-line This goes for branches as well Registration of company particulars should be available on-line Irrespectively of whether it concerns new information or changes In respect of branches, tradition has focused on registration with host MS This should change in favour of the home MS Important to provide an up-to-date and full picture of the company and any branches Publication of public information Should be done on the web, incl. the homepage of the company

The relationship between the company and its stakeholders 2017-09-04 The relationship between the company and its stakeholders The various systems of corporate governance are ingrained in MS law They are a treasure-trove of tested options for inspiration The permissive approach of company law should allow companies to use the modes of communication they prefer Legislative protection may be necessary, where IT is made mandatory for stakeholders But NOT where it is simply optional This is an area, where harmonisation is not called for But Member States should act on their own

Final comments The use of IT has challenges but also great promises 2017-09-04 Final comments The use of IT has challenges but also great promises Many Member States already have great experience, good and bad It is time to bring company law into the 21st Century