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This paper argues that the failed attempt to introduce a mandatory board neutrality rule into EU takeover law was an object lesson that it is difficult to enact rules that are contrary to the corporate law cultures of the majority of the Member States. It provides an account of key factors that prevented enacting a mandatory board neutrality rule in the EU: varying takeover laws and practices; conflicting management and shareholder interests; divide between exhaustive and minimum harmonisation; and varying market orientation models. It argues that as long as there are varied national corporate laws, most EU corporate law rules are bound to remain categorised as optional, unimportant, or avoidable.

The global financial crisis of 2008 has stimulated the debate on corporate governance and shareholder protection. The intuitive reason for the topicality of shareholder protection is that insolvencies mainly harm shareholders as the companies' residual claimants. In addition, ideally, shareholder empowerment may ensure better monitoring of management and therefore better‐run companies preventing corporate failures and benefiting the economy as a whole. Yet, it is not self‐evident that shareholder participation has such a positive effect. This article critically examines the discussion about the relationship between the financial crisis, shareholder protection, and law reform. We also develop a central position: while there may be a need to improve shareholder protection, we do not take the view that any increase in shareholder rights is the right way forward; rather, such reforms should aim to encourage shareholder engagement by responsible long‐term investors.