The Commission of the European Communities has recently submitted to the Council of Ministers of the Communities an Amended Proposal for a Fifth Company Law Directive1 concerning the management structure of companies. This Amended Proposal was submitted eleven years after the Original Proposal, ostensibly for the purpose of addressing some of the widely criticized features of that proposal. However, the Amended Proposal is not markedly different in substance from the Original Proposal. The purpose of this article is to briefly analyze the Amended Proposal and to draw some general comparisons with United States corporation law.

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