The convergence of law is a broad and widely researched phenomenon. One way to approach it is by concentrating on a concrete topic such as European company law. In my presentation I shall illustrate how European company law has been influenced by American (U.S.) corporate law using the Finnish Limited Liability Companies Act (624/2006, later “FCA”) as an example. My manner of approach is primarily theoretical because the so-called “Americanization” of European company law is most clearly recognizable on ideological level: I claim that prominent European company law scholars have been absorbing new ideas from American – and especially the Delawarean – company law theory and that this is yet an on-going trend.
The FCA is a good example of the Americanization of European company law because this development has been explicitly acknowledged in the preparatory materials of the law. In addition Finnish scholars have paid relatively much emphasis on the convergence problemacy and they have actively participated in the discussion concerning the topic on international level. Furthermore the FCA is a relatively new and – on European standards – an up-to-date law: One can argue that it is a truly European company law.
In my presentation I shall first describe how the ideology behind the FCA has shifted from a state interventionist model to a liberal, efficiency orientated model based on the freedom of contract. This ideological reformation is – at least partly – a result of the triumph of the law and economics movement in Europe. Second, I shall demonstrate who the American doctrine on corporate social responsibility is currently influencing European company law and especially legal scholars.
