The EU Inc.: A Half-Naked 28th Regime

The European Commission’s proposal for a 28th corporate law regime (“EU Inc.”) has been presented as a cornerstone of the Union’s strategy to foster innovation, retain high-growth firms, and strengthen Europe’s venture capital ecosystem.

This article argues that the proposal falls substantially short of those ambitions. Building on prior work showing how rigid corporate law rules can impede venture capital contracting and startup financing, the article evaluates whether EU Inc. delivers the self-contained, innovation-oriented legal framework envisioned by the Letta and Draghi Reports. It contends that the proposal has drifted from a targeted instrument for startups and scale-ups toward a broadly available corporate form designed to accommodate the interests of established firms and national constituencies.

While the proposal introduces several welcome innovations—including non-par value shares, compatibility with SAFE-style financing instruments, harmonised employee equity arrangements, and reduced reliance on notarisation in key transactions—it simultaneously preserves extensive references to national law, broad Member State discretion, and procedural compromises that undermine legal uniformity and cross-border certainty. The article further argues that the proposal’s emphasis on digitalisation over substantive legal integration, its broad scope, and its fragmented adjudicatory and governance architecture risk reproducing many of the shortcomings that frustrated earlier attempts to create pan-European corporate forms. Rather than constituting the transformative framework required to support Europe’s innovation economy, EU Inc. emerges as a modest and incomplete reform.

The article concludes that, unless substantially strengthened during the legislative process, the proposal is unlikely to alter the incentives that continue to drive innovative European firms toward foreign jurisdictions and legal frameworks.