The paper gives an account of the proceedings and resolutions of the 67th German Jurists Forum in Erfurt in September 2008 and analyses their significance within the broader context of German company law and other current reform proposals.

The first part of the paper is devoted to the fundamental policy question that was the main topic of the 67th German Jurists Forum: are specific legal provisions for listed and non-listed companies advisable? After sketching the historical background and the status quo of German law, the paper briefly outlines the reform concept presented by Professor Bayer in his expert report and then summarises the gist of the debates and resolutions on this issue.

The second part of the paper focuses on the vast range of other topical issues discussed during the debates, most notably the intense discussion on the reform of the legal regime governing shareholder suits in order to tackle the persisting problem of ‘marauding shareholders’ [‘räuberische Aktionäre’]. Other prominent issues included the calculation of compensation payments to shareholders, the proposal to give German stock corporations the freedom to choose between a one-tier and a two-tier system of management, and various proposals to provide more flexibility for non-listed companies.

The paper concludes that although the German Jurists Forum in general took a rather conservative stance, it also made powerful and well-reasoned reform recommendations with respect to the important issues of compensation payments and the legal regime regarding shareholder suits.

This issue of the European Business Organization Law Review is devoted to the most topical and important areas of company law reform, namely the revision of corporate forms and the introduction of unincorporated business entities such as partnerships and hybrid business forms.

This article examines the likely impact of the United Kingdom's Company Law Review (CLR) on its system of corporate governance. The CLR recommended that company law should be amended to require companies to pursue ‘enlightened shareholder value’. This would be ensured primarily through a requirement on listed companies to produce an Operating and Financial Review (OFR). The OFR was introduced into law but was recently unexpectedly abolished by the Chancellor. The article examines the theoretical approach taken to corporate governance by the CLR and the way in which the OFR was expected to affect corporate governance. It then asks whether shareholder value would in fact have been enlightened by the OFR, given the institutional context in which it would have operated. While there are considerable grounds for scepticism about whether the OFR would have worked as the CLR expected, it is unfortunate that it was withdrawn because it was an important experiment in disclosure of qualitative information about intangible assets. The article concludes with some thoughts about whether shareholder value could still be enlightened in the absence of a mandatory OFR.

One of the standard requirements of company law is the restriction of distributions to shareholders in order to protect the legitimate interests of the company's creditors. As lawful dividends don't have to be paid back when the company runs into losses at a later stage, we need a measuring rod in order to decide on the availability of funds for distribution. The traditional balance sheet test is running into criticism due to the rigidity of the old rules and the conflicts between the philosophy of IAS/IFRS and the concept of creditor protection. Newly offered devices like the solvency test aim at giving a better view of the business prospects of the company but they suffer from a limited time horizon and a wide range of discretion for directors. This makes them particularly problematic when long-term obligations have to be addressed. In the end, a combination of balance sheet test and solvency test seems to be a reasonable solution.

A number of ongoing reforms of corporate law are motivated by the need to stimulate entrepreneurship and business creation. Building on the observations that entry is characterised by sunk costs and that the markets for small business finance are imperfectly competitive, we identify a previously overlooked trade-off that such reforms ought to recognise. The appropriate design of the corporate law depends on whether it is the midstream moral hazard and the ensuing lack of finance or the entrepreneurs' inability to recover sunk entry costs that hamper business creation. In circumstances where the former dominates, well-designed mandatory law ought to be efficiency enhancing. In contrast, if the incentives to enter are weak due to the prospect of facing powerful external financiers in the market for post-entry expansion finance, business creation can be boosted by making the law more enabling. Enabling law increases the effective bargaining power of the entrepreneurs in market conditions where their bargaining position would otherwise be weak. It does so by giving the entrepreneurs a credible threat to expropriate the financiers. To the best of our knowledge, neither this trade-off nor the associated effects of corporate law on entry and entrepreneurship have been considered elsewhere in the literature on mandatory v. enabling rules.