The history of European Union company law is a very
troubled one. It is a history of national conflicts and debates which resulted
in the inability of the EU to create a common body of EU company law. The
article will argue that national company laws are deeply rooted in national
culture. Corporate governance in particular evolved into an arena where fierce
corporate culture wars were fought for decades. This is why the European
Company -the so-called Societas Europea- failed to evolve into a truly supranational
corporate form. While all member states have their own distinctive systems of
corporate governance, the failure in question has been mostly fuelled by the
conflict between the two widely-opposed corporate governance systems of the UK
and Germany. The UK endorses the so-called contractual model of corporate governance.
Germany on the other hand employs the so-called stakeholder system of corporate
governance. The rest of the member states of the EU lie between those two opposing
poles. The conflict between the two European pillars of widely opposed corporate
philosophies and consequently laws –the UK and Germany- has been so intense
that it undermined any attempt to create a single European company. The article
argues that Brexit can change that. The exit of one of the two main pillars of the
conflict may pave the way for the dominance of the stakeholder model of
corporate governance in the EU. A post-Brexit EU would lack the most vocal and
influential supporter of contractualism. This should allow the remaining member
states to converge into a standard that would be closer to the stakeholder
model.