The EU manages imports from non-member states, duties between member states are prohibited, and imports flow into freely. In addition under the Treaty on the Functioning of the European Union article 34, ‘Quantitative restrictions on imports and all measures having equivalent impact shall be prohibited between Member States’. In Procureur du Roi v Dassonville the Court of Justice held that this rule meant all “trading guidelines” which are “enacted by Member States” which could hinder commerce “immediately or not directly, actually or probably” would be caught by article 34. This meant that a Belgian law requiring Scotch whisky imports to have a certificates of origin was unlikely to be lawful.
Other than this, most important standards in a typical firm regulation are left to member state law, as long as they comply with further minimal requirements in the company legislation directives. Duties owed by the board of directors to the corporate and its stakeholders, or the proper to bring spinoff claims to vindicate constitutional rights, are not typically regulated by EU regulation. Nor are rights of pre-emption to buy shares, nor rights of any get together relating to claims by tort, contract or piercing the corporate veil to hold administrators and shareholders accountable. However, Directives do require minimal rights on company formation, capital upkeep, accounting and audit, market regulation, board neutrality in a takeover bid, rules on mergers, and management of cross-border insolvency. The omission of minimum standards is essential since the Court of Justice held in Centros that freedom … Read More