... that not covering private companies - majority enterprises in Europe - achieved little harmony in whole business environment13. The Second Directive's subject is public limited company14 and equivalents - German Aktiengesellschaft - which art. 1(1) requires to identify itself in its name as plc.15 or AG16; art. 1(2) permits investment companies and co-operatives' exclusion from Directive's application, the latter accommodating French/Italian practice17. A 1992 proposal to extend Directive to private companies and limited partnerships with shares18 encounters strict public company provisions' inappropriateness for private companies needing flexibility. The Second Directive sets minimum standards, so states may impose stricter standards19 where relevant article expressly authorises20. Art. 42 requires member states to have laws treating shareholders in same position equally to ensure Directive's effective implementation; UK company law provides non-discrimination principle21, while Germany has equivalent 'Gleichsbehandlung' principle22. The Second Directive has no headings, but provisions can be categorised into: disclosure requirements, minimum capital ...

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