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The end of history for the board neutrality rule in the EU

Mukwiri, Jonathan

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This paper argues that the failed attempt to introduce a mandatory board neutrality rule into EU takeover law was an object lesson that it is difficult to enact rules that are contrary to the corporate law cultures of the majority of the Member States. It provides an account of key factors that prevented enacting a mandatory board neutrality rule in the EU: varying takeover laws and practices; conflicting management and shareholder interests; divide between exhaustive and minimum harmonisation; and varying market orientation models. It argues that as long as there are varied national corporate laws, most EU corporate law rules are bound to remain categorised as optional, unimportant, or avoidable.


Mukwiri, J. (2020). The end of history for the board neutrality rule in the EU. European Business Organization Law Review, 21(2), 253-277.

Journal Article Type Article
Acceptance Date Jan 4, 2019
Online Publication Date Nov 12, 2019
Publication Date 2020-06
Deposit Date Jan 7, 2019
Publicly Available Date Nov 14, 2019
Journal European Business Organization Law Review
Print ISSN 1566-7529
Electronic ISSN 1741-6205
Publisher T.M.C Asser Press
Peer Reviewed Peer Reviewed
Volume 21
Issue 2
Pages 253-277


Published Journal Article (Advance online version) (677 Kb)

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Copyright Statement
Advance online version This article is distributed under the terms of the Creative Commons Attribution 4.0 International License (, which permits unrestricted use, distribution,<br /> and reproduction in any medium, provided you give appropriate credit to the original author(s) and the<br /> source, provide a link to the Creative Commons license, and indicate if changes were made.

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