The European Union has no company law of its own as there is no legal basis for it. (Art. 49 and 50(1) and (2)(g) TFEU). Any action by the Commission is therefore limited and based on political agreement. In its latest Action Plan - Communication of 12 December 2012 - the focus was on a series of measures in the area of corporate governance with two specific aims: to foster long-term shareholder engagement and to develop transparency between companies and investors in a drive aimed at regulated companies, rectius, quoted.

Two milestones should be analysed in this context. The first is the immediate proposal for a Directive amending Directive 2007/36/EC as regards the promotion of long-term shareholder involvement in regulated markets. The second is the recently published final report on company law. Both serve the same purpose: to regulate the role of international financial intermediaries, at their various levels, as it affects the status of shareholders and long-term investment in companies. The long-awaited Directive on applicable law is long overdue because of its difficulties in the context of freedom of establishment, which is due both to the fact that there is still no Directive on the transfer of registered offices and to the ambiguous case law of the CJEU, as exemplified by the judgments in the following cases Cartasio, Vale or Daily Mail.

We focus on the Proposal. Like Directive 2007/36, which is now being amended, it addresses a complicated tension. The tension between the exercise of corporate rights - particularly voting rights - transferred in a possible chain of financial intermediaries, usually in third countries, in a generic form -nominees- and its exercise by proxies in general meetings of companies registered in Member States, governed by the lex societatis applicable to them.

This issue is rooted in the European Union's refusal to accede to the Hague Convention of 5 July 2016, (Security Convention), which entered into force on 1 April 2017, having been ratified by the USA, Switzerland and Mauritius. The Union's refusal must be placed in the radical change in international financial schemes after the 9/11 attacks, which led to the processing in record time of Directive 2002/47 on financial collateral agreements, transposed in Spain in RDL 5/2005. The latter's solutions were falsely considered sufficient to prevent the delocalisation implied in the Convention by applying the agreed law to the accounts, albeit subject to the following conditions an approach consisting of a test of reality. This connection was in fact rejected by the ECB, which considered the conflict-of-law rule unacceptable for entities operating in the territory of the European Union. Following the failure of the Convention, despite the establishment of a task force ad hoc In the Council of the Union, the latter divided its activity into different legislative areas, which depended either on the European Securities Committee created by the 2011 decision or on the ICLEG directly. The 2011 decision constituted a political agreement, a way in which, as we know, in the last 10 years progress has generally been made in good practice and harmonisation of company law, given the impossibility of reaching an agreement on a regulated and harmonised framework. The failed proposal for the SUP (Sole Proprietorship Directive) and previously the European Private Company Regulation are clear examples of this.

Since then, company law activity in the European Union has been characterised by a low profile, which has undoubtedly been helped by the deep financial crisis, which has led to a real dumping legislative.

In this context, what added value will the new directive bring? The aim is to balance the need for known and as far as possible stable investors by facilitating their right to attend and vote at general meetings; while, through transparency and a certain harmonisation, investment analysis by international manager-intermediaries will be facilitated. To this end, the new instrument - which will be general law, without prejudice to the lex specialis of certain regulated sectors - focuses its action on two elements: One, the need to identify shareholders with voting rights, regulating the provision of their data, in accordance with general parameters and two, the increase in transparency for companies, in particular, in the area of remuneration of the Group's directors; institutional investors; asset managers and proxy advisors. The latter, of growing importance in the corporate sphere of listed companies, are subject to rules of disclosure and transparency, especially aimed at detecting and avoiding possible actual or potential conflicts of interest that could influence their voting recommendations.

Alongside this activity of the Commission in the field of the lex societatisIn order to facilitate the cross-border operation of European companies - in principle, for these purposes, those registered in the European Union - a Questionnaire has recently been launched for future actions. The form has two objectives: to identify and increase the use of digital technologies during the entire life cycle of the company and to analyse the current rules on mergers and divisions. The aim of these structural modifications is to increase the degree of protection for creditors, minority shareholders and workers, especially in dualist systems. In the specific case of demergers, the liability of the companies resulting from the division is added.

Finally, the work of Uncitral Group I on SMEs and microenterprises should not be forgotten. The Uncitral environment will become even more important in the future than it already is, following the implementation of Brexit, while the Union's competences, which are more evident in insolvency or mediation (Groups V and II), are less so in other areas, such as the one in question, where there is no real European legislative exercise.