Legal capital rules have traditionally been among the cornerstones of European Union Company Law. This led to the early promulgation of the Second (“Capital”) Directive concerning the formation and maintenance of a legal capital. The unanimity of the basic decision in favor of legal capital rules became apparent once again as recently as last year in the EU regulation on the European Corporation (SE), that requires a minimum capital of € 120,000 and contains rules governing the raising and maintenance of this capital.

The idea of the European Company (Societas Europaea, SE) is almost as old as the European Community. In 1959 the idea was initially formulated by Pieter Sanders and by Thibièrge. In fact, however, the idea is much older. As early as 1926 this notion was discussed during the 34th German Conference of Lawyers (Deutscher Juristentag) in Cologne. Altogether there were four drafts of regulations for a European Company in the years 1966, 1972/1974, and 1988/1991. In December 2000, after lengthy negotiations, the European Council approved the European Company, and the draft legislation passed the European Parliament in October 2001. While the first draft contained more than 400 paragraphs, the last one regulates the SE by a Regulation, consisting of only 70 articles and a supplementing directive. By 2004, the national legislators have to implement the Directive, which concerns the employees' co-determination, and, in addition, have to enact complementary and amplifying acts.

If corporate law matters to corporate governance and finance, then in order to assess its quality in any given country, one must look at corporate law off the books, i.e., the characteristics of corporate law as applied by judges and other relevant public officials. This paper provides an assessment of Italian corporate law based on an analysis of a sample of 106 decisions by the Milan Tribunal, Italy's most specialized court in corporate law. The judges' quality is evaluated by looking at: (1) how deferential they are to corporate insiders; (2) how keen they are to understand, and possibly take into account, the real rights and wrongs underlying the case before them; (3) how antiformalistic their legal reasoning is; (4) how concerned they are about the effects of their decisions on the generality of corporate actors.

The analysis casts a negative light on Milanese (and by extension, Italian) corporate law judges. It highlights egregious cases of deference to corporate insiders, especially with regard to parent-subsidiary relationships. Furthermore, very few of the court's opinions have been so drafted as to let the reader understand what the real dispute was and which party had really acted opportunistically. In any case, it appears to be rare for the court to take the substantive reasons for the dispute into any account. Cases are described, in which the court has adduced very formalistic arguments. Finally, there is no sign that the judges care about what signals they send to corporate actors: they appear to be quite unconcerned about whether their decisions provide the right incentives for directors and shareholders.

The article is divided into three parts:

— the present situation,

— the theoretically possible solutions,

— a weighing of pros and cons, guided by a standard of regulatory efficiency.

The aim of this article is to analyse the influence of the European Community on the shaping of the Spanish Competition court (Tribunal de Defensa de la Competencia). The analysis gives particular emphasis to the influence exerted on the evolution of the Spanish Competition authorities which are due to statements made by the Commission and the European Court of Justice concerning the organisation and efficacy of the Spanish Tribunal de Defensa de la Competencia.