European Social Enterprise Law
This thesis considers a relatively recent phenomenon in the area of comparative corporate law and governance – the social enterprise corporation. It makes four original contributions to the legal literature. As we shall see in due course, although European social enterprise law features the five basic legal characteristics that are often associated with the traditional corporation, it also includes additional legal and institutional mechanisms that, collectively, make it and traditional corporate law markedly distinct from each other. To date, the reasons for this divergence have been overlooked in the legal literature. Using Denmark and the UK as a case study, the first contribution I make is to put forward a comparative theory that explains why European social enterprise law is different. In addition to the legal literature missing an analysis of the social enterprise corporation’s origins, it is also lacking a complete analytical model of its anatomy. Therefore, the second contribution I make is to provide a comprehensive blueprint of Danish and British social enterprise law, as representative of European social enterprise law more broadly. In so doing, I argue that there are four major thematic distinctions between it and traditional corporate law that relate to corporate purpose, the board of directors, shareholders and certain protective mechanisms designed to ensure the private commercial pursuit of public benefit. I also make some other peripheral, but not less important, distinctions that have not been considered by legal commentators. Likewise, legal commentators have not considered the extent to which European social enterprise law is compatible with contemporary investment models and trends. Thus, the third contribution I make is to answer whether European social enterprise law is amendable and responsive to the norms of the current investment landscape. Another conspicuous gap in legal knowledge is that no study has explored whether there is an EU dimension to social enterprise regulation. As such, the fourth, and final, contribution I make is to consider where this area of the law may be headed in future.