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The University of Chicago Business Law Review

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405

Abstract

This Article analyzes recent developments in European corporate law to argue that a Corporate Law Competition is emerging in the EU. For nearly half a century, scholars in the U.S. have engaged in a debate about a Corporate Law Competition between U.S. states and its various implications. In the late 1990s and the early 2000s, the European Court of Justice rendered a series of liberalizing decisions that broke with the long-standing prohibition on corporate mobility in the EU. Despite these judgements, scholars generally assert that there is no Corporate Law Competition among EU member states. This Article challenges such consensus by arguing that two recent examples demonstrate that a Corporate Law Competition among EU member states is finally emerging. It analyzes how this emerging Corporate Law Competition works and how it shapes corporate law development in the EU. In doing so, it also identifies the major differences of the competitive dynamics in the EU compared to the U.S. This Article first presents the theoretical and practical frameworks of a Corporate Law Competition both in the U.S. and the EU. It then explores two recent case studies in corporate law developments in the EU, namely the increasing reincorporation of Italian companies to the Netherlands and the incorporation of German SPACs in Luxembourg. The Article then examines these case studies to construct the dynamics of the demand and supply sides of the emerging Corporate Law Competition in the EU. It develops the argument that in both fact patterns, the general limitations to EU Corporate Law Competition have been overcome. Based on this analysis, the Article assesses public policy implications and argues that there is no race to the bottom to be expected for Corporate Law Competition in the EU.

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