The ECB backs an optional 28th company law regime and cites Delaware
Victoria Shinder2 min readAn article in the ECB's Economic Bulletin, Issue 6/2026 — "Scaling up European firms: the case for an EU company law regime to unlock cross-border investment, innovation and growth" — argues that the fragmentation of company law across the EU is a specific dimension of Europe's competitiveness problem, and supports the corporate form the Commission proposed in March 2026.
The chain of reasoning is short. Firms operating across EU borders must navigate multiple legal regimes, which the article says can limit cross-border capital formation, innovation, investment and growth — citing Schnabel (2026), and situating the argument alongside Draghi (2024) and Letta (2024) on productivity and wage growth, and Fuest et al. (2024) on Europe favouring incremental over breakthrough innovation.
The Commission's answer, EU Inc., is an optional corporate form: a harmonised legal framework that complements national company law rather than replacing it. The article includes a dedicated box on the Delaware stock corporation regime as legal infrastructure for US high-growth firms.
Why the ECB is writing about it at all is stated plainly: by lowering barriers to cross-border corporate activity and investment, EU Inc. could support the Single Market through competition, innovation and productivity growth — with implications for resource allocation and prices.
What it means
The Delaware box is the argument, and it is a careful one to make. Delaware's advantage is not a low tax rate; it is a deep body of settled corporate case law and a specialist court, which means an investor can price legal risk without reading a new statute per deal. That is infrastructure, and it took decades of litigation to accumulate. An optional EU regime starts with a text and no case law, which is the gap between proposing the form and it being useful — and the article's framing as infrastructure rather than as deregulation is the honest version.
"Optional" is the design choice that makes it politically possible and economically uncertain. A 28th regime that no member state must adopt cannot be blocked by any of them; it also cannot deliver harmonisation if founders keep choosing the national form they know. The instrument works only if it is used, and nothing in the proposal makes using it compulsory.
📌 A central bank writing about company law is unusual and the article explains why it is entitled to: allocation and prices. That is a real transmission channel, and it is also a long one — this is an argument about the 2030s, not about the next projection round.