Accounting Concepts in Company Law

Abstract

Taking as a starting point Peter Hommelhoff’s argumentation that accounting law is, in many respects, linked to company law, the purpose of this article is to discuss one perspective of the links between accounting law and company law: accounting concepts in company law. After a brief outline of the existing EU legislation on accounting and a discussion on whether accounting law is part of company law, some examples of accounting concepts in company law – i. e. examples of accounting concepts that have been ‘implemented’ in company law – are discussed, drawing on the Consolidated Company Law Directive (CCLD) and the Shareholder Rights Directive (SRD 2) as well as the International Accounting Standards (IAS) and the International Financial Reporting Standards (IFRS). These examples are related party transactions, consideration other than in cash and fair value, serious loss of the subscribed capital as well as a few other examples. It is also discussed whether accounting concepts in company law are a ‘good’ or a ‘bad’ thing. Balancing the pros and cons, in the author’s opinion, it is mostly positive that accounting concepts are used in company law in areas where this makes sense – and hence, in the author’s opinion, accounting concepts in company law are mainly a ‘good’ thing.