To ensure the functioning of the European single market, it is necessary to establish the conditions for carrying out the economic activity within the EU territory. Currently, there is no concept of a transnational subjectivity of companies (lex mundi) within international commercial law. However, EU law regarding the freedom of establishment and freedom to provide services de lege lata opens the possibility for the mobility of corporations. Thema probandi and thus the fundamental objective of this thesis was to prove the influence of EU institutions on corporate governance of companies within the European single market through legislation (soft law and hard law), case law, and through direct interventions in corporate governance of regulated financial sectors (principally banks).
The thesis addresses the individual influences of the EU's core institutions, as defined by the Treaty on European Union, on the governance of the companies in the EU and their combined influence in the context of the principle of loyal cooperation (e.g., the European Parliament and the Council as the legislative bodies and the Commission through its legislative initiative). The purpose of the European law (lex generalis) regarding corporate governance is to enable the establishment and operation of companies anywhere in the EU, to protect shareholders and other stakeholders, and to increase the long-term efficiency, competitiveness, and sustainability of companies. European law already offers three forms of legal personality for transnational functioning at the European level - Societas Europaea (SE), the European Economic Interest Grouping (EEIG), and the European Cooperative Society (SCE). The idea of a European limited liability company is also emerging; however, it has not yet been realized. Nonetheless, companies may transfer their headquarters from one Member State to another due to the binding nature of judgements and decisions taken by the Court of Justice of the EU. The CJEU case law in cases such as Centros, Daily Mail, Überseering, Cartesio, and others has a precedent effect of emphasizing the protection of third parties and safeguarding the freedom to transfer the company seat within the framework of freedom of establishment, thus shaping the business practice of corporate governance within the EU. In the field of banking, which is like other regulated financial sectors governed as lex specialis, the European Central Bank has the power to directly appoint members of management and supervisory bodies in cases of indications of financial instability of an individual commercial bank or banking system in an EU Member State.
Unification of European law in the field of supranational companies and harmonization in the field of banking implement the supremacy of European law over national law in the context of Article 3.a of the Constitution of the Republic of Slovenia. The dynamic development of corporate governance leads to the continuous supplementation of existing normative solutions in the direction of approximation and elimination of legislative deficiencies. In the field of corporate governance, this includes striking a balance between maintaining companies' competitive advantages by adapting the corporate governance structure to market conditions while ensuring legal certainty and benefits for the society when conducting transnational business within the EU.
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