On 18 March 2026 the European Commission presented EU Inc. - the so-called 28th Regime - as an optional, harmonised EU-wide company law regime aimed mainly at startups and innovative firms. The familiar promises are by now clear: fully digital incorporation within 48 hours, a maximum registration cost of 100 euro, simplified lifecycle procedures, digital share transfers, modern financing instruments, digital insolvency, and an optional stock-option framework with deferred taxation.

The 7 May workshop mattered because it moved the discussion beyond institutional headlines. Instead of repeating the case for simplification and competitiveness, the participants tested the legal architecture itself: how EU Inc. would interact with venture capital contracting, how far insolvency harmonisation should go, whether the regime can attract political support, and whether the proposal is solving the right cross-border problem in the first place.

For anyone following the 28th Regime closely, that makes this one of the most useful single inputs available so far. It does not settle the debate, but it does clarify where the file is technically strong, where it remains underbuilt, and where trilogue will have to do real design work rather than cosmetic drafting.

Before turning to the papers, it helps to restate what the Commission has actually proposed. EU Inc. is not a new pan-European corporation that replaces national company forms. It is an optional new entity type that would sit alongside the 27 national systems and be governed by the EU Inc. rulebook plus residual references to national law where the regulation does not fully cover the point.

• It could be registered in any Member State through a fully digital process within 48 hours.
• Registration cost would be capped at 100 euro.
• The regime promises simplified lifecycle procedures, including digital share transfers and modern financing tools.
• It includes a stock-remuneration framework, a fast-track termination procedure, and an insolvency layer designed for small, young, innovative firms.

The official justification from the Commission and the European Parliamentary Research Service is single-market fragmentation. Europe still forces founders and investors to work across 27 company-law systems. The workshop accepted that diagnosis. Where it pushed back hard was on whether the current draft really solves the financing and scaling frictions that matter most.

The day was chaired by Giovanni Strampelli of Bocconi University and combined four paper sessions with a closing roundtable. The programme was structured to test the proposal from several directions at once: venture capital contracting, insolvency design, political economy, and the limits of a pan-European corporate form.

1. Paper 1. Luca Enriques, Casimiro Nigro, and Tobias Tröger on model documents for the 28th Regime, presented by Nigro and discussed by Marco Da Rin.
2. Paper 2. Wolf-Georg Ringe on insolvency law between harmonisation and the 28th Regime, discussed by Irit Mevorach.
3. Paper 3. María Gutiérrez Urtiaga and Maribel Sáez Lacave on designing the regime for adoption, presented by Gutiérrez and discussed by Cornelia Woll.
4. Paper 4. Paul Oudin on targeted harmonisation and the limits of a European Delaware, discussed by Maribel Sáez Lacave.

The roundtable then brought in Rebecca Christie, José Garrido, Vasco Pereira da Silva, Giovanni Strampelli, and Tobias Tröger. The result was unusually practical for an academic event: the papers stayed technical, but the discussion kept returning to enforceability, investor behaviour, political coalition, and what founders would actually use.

Argument in one line. The proposal’s model documents do not yet serve the venture-backed firms that supposedly justify EU Inc.

Casimiro Nigro presented the paper by Luca Enriques, Nigro, and Tobias Tröger. The basic claim was straightforward: venture capital contracting is not carried only by the articles of association. In practice it is a functional stack made up of articles plus a shareholder agreement, together with preferred-share economics, liquidation preferences, drag and tag rights, anti-dilution rules, control rights, board design, and information rights.

The current EU Inc. architecture, however, only offers model articles. The model shareholder agreement that had appeared earlier in the policy process has fallen away. The paper argued that this leaves the contractual stack incomplete, relies too much on generalist consultation instead of specialised deal expertise, introduces potentially risky fairness language into deliberately asymmetric VC contracts, and provides a safe harbour that is too narrow if it only helps at formation but not later in enforcement.

Marco Da Rin broadly agreed and pushed the point further. In his framing, Europe’s first-order problem is not startup formation but scale-up finance and capital access. If EU Inc. cannot make post-incorporation venture terms predictable and enforceable, sophisticated companies will keep using more familiar structures such as Delaware, the United Kingdom, or a well-understood national vehicle with bespoke side documents.

Argument in one line. Ambitious EU-level insolvency harmonisation is risky, and the proposal’s insolvency component does not yet do the most useful work.

Wolf-Georg Ringe placed EU Inc. inside the wider EU insolvency-harmonisation agenda. His warning was that insolvency law is deeply embedded in local banking structures, court systems, labour law, tax law, property law, and enforcement culture. Identical text can therefore produce very different outcomes across Member States.

The paper’s critique was that one-size-fits-all harmonisation can fail everywhere at once, Brussels bargaining can settle on the wrong standard, useful regulatory competition may be lost, and national courts still control enforcement. Ringe was more positive about EU Inc. as an optional experimental space, because firms can opt in where it helps and ignore it where it does not.

Irit Mevorach added a particularly important caution: a fast liquidation tool may suit some startups, but it can also create a liquidation bias that closes firms which are distressed yet still viable. Her preferred design was a single simplified gateway that can steer a company either into liquidation or restructuring rather than defaulting it into the fastest route out.

Argument in one line. Even a legally elegant regime can fail if the coalition behind it is too thin.

María Gutiérrez Urtiaga presented the paper she co-authored with Maribel Sáez Lacave. Instead of asking whether EU Inc. is well drafted, the paper asked whether it will be adopted, used, and politically sustained. Its core claim was that adoption is a political-economy problem involving voters, startups, large firms, lawyers, notaries, registers, trade unions, Member States, and other incumbents.

The pessimistic result was that a startup-focused regime may be politically weak. Startups are small in number, mobile, lightly taxed in their early years, and often less connected to local politicians than legal and administrative incumbents. In practical terms, the people who gain from reform may be fewer, less organised, and less visible than the people who lose from it or fear losing influence over it.

Cornelia Woll welcomed the framing but argued that opposition should not simply be treated as rent-seeking. Some actors may resist for genuine public-policy reasons, including concerns about regulatory competition, distributional effects, or institutional capacity. That intervention mattered because it sharpened the paper’s main lesson: winning this file will require a real coalition, not just a technically superior draft.

Argument in one line. Do not try to build a complete new European corporate universe. Harmonise the narrow set of rules that cross-border investors actually need to be the same, and leave the rest alone.

Paul Oudin reframed the debate in a way that carried through the rest of the session. A company is generally governed by the corporate law of its place of incorporation. That means corporate-law fragmentation is not mainly a problem for the company itself. It is a problem for cross-border investors who must price deals across many national rulebooks. In that reading, the point of harmonisation is investor readability rather than abstract institutional elegance.

Oudin contrasted a maximalist approach with a targeted one. The maximalist route would create a fully autonomous European corporate form and would likely require Article 352 TFEU and unanimity in Council. The targeted route would use Article 114 TFEU to harmonise the specific rules that matter most for cross-border investment without building a complete autonomous code. He treated the Commission’s choice of Article 114 as the right strategic call.

From there he set out three design principles. First, harmonisation should be maximal on the points it covers, with no gold-plating by Member States. Second, the scope should be tightly purpose-driven, focusing on capital structure, financing mechanics, and shareholder-agreement enforceability rather than attempting to harmonise everything. Third, the regime should be modular, so digitisation and filing reforms do not sink together with more controversial substantive corporate-law provisions.

The sharpest pushback came on fiduciary duties. Oudin argued they should not be harmonised in the current proposal because national courts will still interpret a common duty differently and investors can price that ex post with local counsel. Others in the room argued that directors’ duties do matter for venture investors, especially where board seats represent different shareholder constituencies. Even with that disagreement, the underlying point stayed intact: EU Inc. becomes more realistic when it targets the narrow legal frictions that actually block cross-border investment.

• Rebecca Christie. EU Inc. may be solving the wrong problem if it is framed mainly around incorporation and paperwork rather than capital-market fragmentation.
• Vasco Pereira da Silva. The regime is not a silver bullet, but it is still a meaningful building block for startup speed, investor familiarity, and cross-border capital attraction.
• Tobias Tröger. The decisive question is whether EU Inc. gives founders and investors enough room for effective private ordering around venture financing needs.
• José Garrido. The deeper objective should be a trusted, portable legal identity for firms operating across all 27 Member States throughout the whole company lifecycle.
• Giovanni Strampelli. The proposal still carries an unresolved ambiguity: is EU Inc. a startup instrument or a general company-law instrument that happens to be especially useful for startups?

The Q&A also returned to Article 103 of the proposal, which would allow Member States to treat EU Inc. companies less favourably in some objectively justified and proportionate cases. For several speakers, that looked like an early sign that mutual recognition is not yet politically secure.

The clearest way to read the workshop is as four problem layers that have to be solved together.

1. The market problem. Europe’s innovation gap is about scale-up financing and cross-border growth, not only formation.
2. The legal problem. Venture capital needs enforceable private ordering built around articles plus shareholder agreements and safe harbours that survive later disputes.
3. The lifecycle problem. Fast closure is useful, but viable startups also need workable restructuring pathways.
4. The political problem. A technically good regime can still fail if no durable coalition carries it through the legislative process.

Set against those four layers, the current proposal addresses the first one partially, the second too lightly, the third too narrowly, and the fourth mostly by assumption. That is why the workshop felt constructive but unsparing.

• Founders and scale-up operators. EU Inc. could become a real fundraising advantage, but only if actual VC deal mechanics can live inside it rather than beside it.
• VCs and investors. The honest near-term value is investor readability, not legal magic. A recognisable framework can still lower syndication friction across borders.
• Corporate lawyers. If the file advances, demand will grow first around incorporation and conversion, then around custom venture documentation and later restructuring advice.
• EU policy professionals and parliamentary staff. The highest-value watchpoints remain the scope of model documents, the insolvency design, and the handling of Member State carve-outs such as Article 103.
• Private readers following the 28th Regime. The big message is that the easy headline is already known. The hard design choices are still ahead.

The progress page tracks Council sessions, Parliament signals, and source-document updates in one place.

• Giovanni Strampelli - Bocconi University, Department of Legal Studies
• Luca Enriques - Bocconi University; ECGI
• Casimiro Nigro - University of Leeds; Goethe University LawFin; LUISS
• Tobias Tröger - Goethe University LawFin; Leibniz Institute SAFE; ECGI; EBI
• Marco Da Rin - Tilburg University
• Wolf-Georg Ringe - University of Hamburg
• Irit Mevorach - University of Warwick
• María Gutiérrez Urtiaga - Universidad Carlos III de Madrid
• Maribel Sáez Lacave - Universidad Autónoma de Madrid
• Cornelia Woll - Hertie School Berlin
• Paul Oudin - ESSEC Paris
• Vasco Pereira da Silva - IEP, Bocconi University; Allied for Startups
• Rebecca Christie - Bruegel
• José Garrido - IMF
• Stefano Feltri - IEP, Bocconi University

• ECGI workshop page
• European Commission page on EU Inc.
• European Parliament Research Service briefing
• Paper 1: Blueprints, not Boilerplates: Designing Effective Model Documents for the 28th Regime
• Paper 2: One Size Fails All? EU Insolvency Law between Harmonisation and the 28th Regime
• Paper 3: Designing for Adoption: The EU’s 28th Regime
• Paper 4: The 28th Regime and the False Promise of a European Delaware

EU Inc. remains a meaningful opportunity. The dominant message from the workshop was not to abandon it, but to avoid wasting the political moment on a cosmetic 48-hour incorporation regime that leaves the harder financing, restructuring, and enforcement questions unresolved.

If the stronger version survives the legislative process, EU Inc. could become a trusted, portable, investor-friendly company form across formation, financing, scaling, distress, restructuring, and exit. Whether that version emerges now looks less like a drafting question than a political one.

This article is an independent synthesis for the28thregime.eu readers based on the workshop programme, the papers as presented, the roundtable, and notes from the day.