EU corporate law reforms to create an integrated market for innovation

The chapter compares the fragmented corporate law landscape of the European Union with the functionally integrated U.S. model, in which the internal affairs doctrine and Delaware's flexible, predictable and institutionally committed corporate law accommodate the contractual innovations underpinning venture capital financing. Drawing on evidence that standard U.S. venture capital arrangements cannot easily be replicated under German and Italian law, it discusses two non-mutually exclusive reform strategies to move the EU closer to an integrated market for innovation: further harmonisation through a genuinely enabling '28th regime' for innovative companies, and regulatory competition through an EU-wide internal affairs doctrine. It also highlights the political economy constraints that both paths face.