Templates in the EU Inc. Regulation Proposal

Luca Enriques, Casimiro A. Nigro and Tobias Tröger

No 483, SAFE Working Paper Series from Leibniz Institute for Financial Research SAFE

Abstract: European debates on competitiveness increasingly treat corporate law as a lever to help innovative firms scale. The European Commission's Proposal for a new "28th regime" seeks to introduce an optional, EU-wide corporate legal form designed, inter alia, to facilitate the cross-border scaling of innovative firms. A central instrument of the Proposal is the use of model articles of association to be adopted through future implementing acts. This Article argues that, while standardised articles may ease incorporation and lower drafting costs for ordinary unlisted firms, they fall short for VC-backed companies-the very cases that motivated the initiative. Building on prior work on venture capital contracting under mandatory corporate law, we identify four shortcomings. First, the architecture is incomplete: the Proposal omits a model shareholder agreement, even though effective VC contracting depends on the interaction between articles of association and shareholder arrangements. Second, the drafting process is overly generalist and unlikely to yield genuinely VC-specific templates. Third, the Proposal's fairness-oriented logic risks producing terms that clash with the asymmetric, statecontingent structures typical of VC deals. Fourth, the legal protection offered by the template is limited, focusing on formation-stage effects while leaving subsequent judicial intervention unconstrained. We propose four adjustments: introduce a model shareholders' agreement; create a dedicated VC drafting track; abandon fairness as the organising principle for VC templates; and provide a robust safe harbour covering both ex ante design and ex post enforcement.

Keywords: 28th Regime; Entrepreneurship; EU Company Law; EU Inc.; Innovation; Private Ordering; Startups; Venture Capital (search for similar items in EconPapers)
JEL-codes: G38 K22 L26 (search for similar items in EconPapers)
Date: 2026
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