LA GEOMETRÍA VARIABLE DEL DERECHO DE SOCIEDADES

Abstract

Th is paper discusses various issues related to the modernization process in company law and in the capital market. Th e purpose of the article is to provide an overview of the traditional model’s structure and function, as well of the crisis in its technical and conceptual facilities. Emphasis is placed on the breakdown of the typological composition, the dismantlement of shareholders rights, the decline of the general meeting and the contamination of the procedural structure with special reference to the managerial revolution. Attention is given to developments and the new regulatory framework for companies in Spain, and in some European Union Member States, with regards separating limited liability companies and listed companies, or those that have gone public with widely distributed shares. After examining the problems in European convergence and the technical and structural barriers to the development of a modern company law, the possibility and limits of a new corporate paradigm are considered in the light both of the stock market and of the principles and rules on corporate governance. Th e paper concludes with some critical remarks on the current state of company law, the possibilities and limits of counting on a coherent legislative policy within the current modernization process in European company law, and the diffi culties of developing an appropriate model for the changing needs of our time