Steward-ownership and the 28th regime: building Europe’s innovative future
As the European Union searches for ways to strengthen its competitive position, the design of future-proof legal structures is gaining importance. The 28th regime aims to simplify cross-border operations for innovative companies, while raising broader questions around ownership and long-term value creation. This Thought Piece explores how steward-ownership may form part of that evolving framework.
By Jasper Dols
Expertise: Corporate Law
30.06.2026
1. A new legal framework for a new ambition
Europe is at a crossroads. Faced with intensifying geo-political tension and competition from (among others) the US and China, the EU is searching for ways to reclaim its competitive edge and independence. In the words of President Ursula von der Leyen: “In my view, the seismic change we are going through today is an opportunity, in fact, a necessity to build a new form of European independence.” The answer, most agree, lies in innovation.
To enhance innovation, the EU is developing a new toolkit. A key part of this is the so-called 28th regime: a unified set of rules that innovative companies across all EU member states can voluntarily opt into, cutting through the complexity of 27 different national legal systems. Two initiatives stand out. First, the EU Inc will introduce a single, harmonised European company form. Second, the European Parliament has proposed Regime 0, a tailored legal framework for innovative start-ups and scale-ups. Together, they take aim at three structural problems that have long held back European innovation: the fragmentation of internal market rules, limited access to capital and talent, and the risk of promising European companies being snapped up by foreign acquirers before they can reach their full potential (so called ‘killer-acquisitions’).
The framework goes further than company law alone. On talent, Regime 0 is expected to introduce harmonized rules for employee participation, making it easier for innovative companies to attract and retain the people who drive growth. On capital, Regime 0 envisages harmonized rules for equity-like debt instruments; financing structures that allow companies to bring in investors without ceding control over the business. Together, these initiatives aim to remove the hurdles that have long prevented innovative companies from operating effectively across the internal market.
Critically, Regime 0 also recognizes that keeping innovation within the EU is as important as generating it. The report on Regime 0 specifically calls for measures that encourage a long-term focus and protect companies against killer acquisitions. The tools envisaged to achieve this include rules on the separation of voting and profit rights on shares, restrictions on the transferability of shares carrying voting rights, and the use of capped profit rights for investors. In doing so, Regime 0 opens the door for the implementation of steward-ownership as a structural response to short-termism and unwanted foreign takeovers.
2. Why steward-ownership belongs in the 28th regime
Steward-ownership is not a new idea. Giants like Bosch, Zeiss, Carlsberg, Maersk and Novo Nordisk have operated under steward-ownership principles for decades. In the Netherlands, examples such as Remeha, TBI and de Efteling show that the model is equally viable closer to home. But why does steward-ownership fit so naturally within the innovation agenda of the 28th regime? That is because nurturing innovation is not simply a matter of funding and attracting capital; it is equally a matter of ownership.
Steward-ownership rests on two core principles (for an overview of steward-ownership, its core principles and ways of implementation, please find our thought piece here):
The empirical case of steward-ownership is compelling. In Denmark, a country with a long tradition of foundation-owned companies, a lot of research has been conducted to the performance of steward-owned companies. Research shows that the focus of steward-owned company on the long term creates less variation in majority stakes in the company and more stability in the C-suite. Research shows that steward-owned companies have a 30% change of survival after forty years, compared to just 10% for other companies.
3. Protecting what matters most
Perhaps the most urgent argument for embedding steward-ownership in Regime 0 is the protection it offers against killer acquisitions. A steward-owned company, by design, is not for sale. The governance structure makes hostile takeovers structurally impractical, and the mission-driven ethos makes a purely financial exit unattractive to those who built the company. For Europe, which has watched too many promising innovations disappear into the portfolios of foreign acquirers, this structural protection is enormously valuable. Recent global developments – most notably the Trump administration's decision to restrict foreign access to advanced AI models – only underscore how vital it is for Europe to retain strategic innovations within its own borders.
At the same time, steward-ownership is not incompatible with attracting capital. Investors who align with a company's long-term mission can be rewarded through preference shares, capped returns, or depositary receipts. Structures that offer fair compensation without compromising control. The apparent tension between mission-driven ownership and investor returns is, in practice, a misconception. It is a question of structure, not sacrifice.
4. Beyond shareholders: innovation and talent
By deprioritizing shareholder returns as the primary goal, steward-owned companies are able to direct significantly more attention – and thus capital – towards what actually drives long-term value. The results speak for themselves: Danish steward-owned companies account for more than half of all private investment in research and development in Denmark. For a regime that is being built specifically to serve innovative companies, this is no small detail.
Steward-ownership is also particularly well-suited to innovative companies because it allows a more meaningful balance of stakeholder interests. It corrects a common but fundamental misconception about who actually bears risk in innovation. The assumption is often made that shareholders are the only parties who invest without a guaranteed return, and that they should therefore be entitled to the residual profits. In innovative companies, this is rarely true. Taxpayers are a significant source of investment too: a large proportion of innovative companies benefit from public funding, which is ultimately financed through tax revenues. Employees make an equally real investment – contributing their labour, their expertise, and their R&D capabilities – without any guarantee of return. Both the taxpayer and the employee have a far greater stake in a company that performs well over the long term and continues to contribute to economic growth, than in one where profits flow primarily to shareholders.
This matters directly for talent. Innovative companies live or die by their ability to attract and retain exceptional people. Here too, the Danish evidence is instructive: employees of steward-owned companies tend to earn more, have higher levels of education, and stay with their employer longer than employees at comparable companies. Steward-ownership, in other words, does not merely protect innovation. It actively helps to generate it, by creating the conditions in which talented people want to build their careers.
5. Structure: flexibility over rigidity
One of the strengths of steward-ownership is that it does not require a single, uniform structure. The Dutch legal system already demonstrates this versatility. Using different classes of shares, a steward-owned company can separate voting rights from profit rights, placing control in the hands of committed stewards while allowing investors to participate in economic returns without influencing governance. Alternatively, a foundation can act as the sole shareholder, aligning institutional ownership with the company's mission and insulating it from capital market pressures.
The appropriate approach for Regime 0 is not to impose a single steward-ownership model, but to make it easily accessible through standardized documentation: model articles of association, standard shareholders' agreements, and defined governance building blocks. This preserves the flexibility that innovative companies need, while providing the legal clarity and recognition that makes the model usable across borders.
6. The Netherlands as a frontrunner
The Netherlands is particularly well-positioned to take a leading role in this development. Dutch corporate law already offers the flexibility needed to implement steward-ownership structures, and Dutch entrepreneurs and policymakers are increasingly aware of their potential. As the 28th regime with its Regime 0 takes shape, there is a real opportunity for the Netherlands to help define the European standard. In doing so, Dutch companies are able to demonstrate that long-term, mission-driven ownership is not an idealistic alternative to competitiveness, but one of its preconditions.
7. Looking ahead
The 28th regime is an ambitious project, and its success will depend on the choices made in the coming months. The decision to allow steward-ownership structures within Regime 0 – supported by clear, standardized documentation – would send a powerful signal: that Europe is serious about building an innovation economy that is not merely fast-growing, but durable.
The lawyers of De Roos have the expertise to help entrepreneurs, investors, and innovators navigate both the opportunities of steward-ownership and the evolving landscape of the 28th regime. Do you want to explore how steward-ownership can future-proof your business, or do you want to understand what the 28th regime may mean for your company? We are ready to assist.
Europe is at a crossroads. Faced with intensifying geo-political tension and competition from (among others) the US and China, the EU is searching for ways to reclaim its competitive edge and independence. In the words of President Ursula von der Leyen: “In my view, the seismic change we are going through today is an opportunity, in fact, a necessity to build a new form of European independence.” The answer, most agree, lies in innovation.
To enhance innovation, the EU is developing a new toolkit. A key part of this is the so-called 28th regime: a unified set of rules that innovative companies across all EU member states can voluntarily opt into, cutting through the complexity of 27 different national legal systems. Two initiatives stand out. First, the EU Inc will introduce a single, harmonised European company form. Second, the European Parliament has proposed Regime 0, a tailored legal framework for innovative start-ups and scale-ups. Together, they take aim at three structural problems that have long held back European innovation: the fragmentation of internal market rules, limited access to capital and talent, and the risk of promising European companies being snapped up by foreign acquirers before they can reach their full potential (so called ‘killer-acquisitions’).
The framework goes further than company law alone. On talent, Regime 0 is expected to introduce harmonized rules for employee participation, making it easier for innovative companies to attract and retain the people who drive growth. On capital, Regime 0 envisages harmonized rules for equity-like debt instruments; financing structures that allow companies to bring in investors without ceding control over the business. Together, these initiatives aim to remove the hurdles that have long prevented innovative companies from operating effectively across the internal market.
Critically, Regime 0 also recognizes that keeping innovation within the EU is as important as generating it. The report on Regime 0 specifically calls for measures that encourage a long-term focus and protect companies against killer acquisitions. The tools envisaged to achieve this include rules on the separation of voting and profit rights on shares, restrictions on the transferability of shares carrying voting rights, and the use of capped profit rights for investors. In doing so, Regime 0 opens the door for the implementation of steward-ownership as a structural response to short-termism and unwanted foreign takeovers.
2. Why steward-ownership belongs in the 28th regime
Steward-ownership is not a new idea. Giants like Bosch, Zeiss, Carlsberg, Maersk and Novo Nordisk have operated under steward-ownership principles for decades. In the Netherlands, examples such as Remeha, TBI and de Efteling show that the model is equally viable closer to home. But why does steward-ownership fit so naturally within the innovation agenda of the 28th regime? That is because nurturing innovation is not simply a matter of funding and attracting capital; it is equally a matter of ownership.
Steward-ownership rests on two core principles (for an overview of steward-ownership, its core principles and ways of implementation, please find our thought piece here):
- Self-governance: decision-making power rest with those actively involved in and committed to the company’s mission (the stewards), rather than with externing shareholders solely seeking a financial return.
- Profits serve the mission: rather than being distributed to shareholders as an end in itself, profits are reinvested in the company or directed towards its mission.
The empirical case of steward-ownership is compelling. In Denmark, a country with a long tradition of foundation-owned companies, a lot of research has been conducted to the performance of steward-owned companies. Research shows that the focus of steward-owned company on the long term creates less variation in majority stakes in the company and more stability in the C-suite. Research shows that steward-owned companies have a 30% change of survival after forty years, compared to just 10% for other companies.
3. Protecting what matters most
Perhaps the most urgent argument for embedding steward-ownership in Regime 0 is the protection it offers against killer acquisitions. A steward-owned company, by design, is not for sale. The governance structure makes hostile takeovers structurally impractical, and the mission-driven ethos makes a purely financial exit unattractive to those who built the company. For Europe, which has watched too many promising innovations disappear into the portfolios of foreign acquirers, this structural protection is enormously valuable. Recent global developments – most notably the Trump administration's decision to restrict foreign access to advanced AI models – only underscore how vital it is for Europe to retain strategic innovations within its own borders.
At the same time, steward-ownership is not incompatible with attracting capital. Investors who align with a company's long-term mission can be rewarded through preference shares, capped returns, or depositary receipts. Structures that offer fair compensation without compromising control. The apparent tension between mission-driven ownership and investor returns is, in practice, a misconception. It is a question of structure, not sacrifice.
4. Beyond shareholders: innovation and talent
By deprioritizing shareholder returns as the primary goal, steward-owned companies are able to direct significantly more attention – and thus capital – towards what actually drives long-term value. The results speak for themselves: Danish steward-owned companies account for more than half of all private investment in research and development in Denmark. For a regime that is being built specifically to serve innovative companies, this is no small detail.
Steward-ownership is also particularly well-suited to innovative companies because it allows a more meaningful balance of stakeholder interests. It corrects a common but fundamental misconception about who actually bears risk in innovation. The assumption is often made that shareholders are the only parties who invest without a guaranteed return, and that they should therefore be entitled to the residual profits. In innovative companies, this is rarely true. Taxpayers are a significant source of investment too: a large proportion of innovative companies benefit from public funding, which is ultimately financed through tax revenues. Employees make an equally real investment – contributing their labour, their expertise, and their R&D capabilities – without any guarantee of return. Both the taxpayer and the employee have a far greater stake in a company that performs well over the long term and continues to contribute to economic growth, than in one where profits flow primarily to shareholders.
This matters directly for talent. Innovative companies live or die by their ability to attract and retain exceptional people. Here too, the Danish evidence is instructive: employees of steward-owned companies tend to earn more, have higher levels of education, and stay with their employer longer than employees at comparable companies. Steward-ownership, in other words, does not merely protect innovation. It actively helps to generate it, by creating the conditions in which talented people want to build their careers.
5. Structure: flexibility over rigidity
One of the strengths of steward-ownership is that it does not require a single, uniform structure. The Dutch legal system already demonstrates this versatility. Using different classes of shares, a steward-owned company can separate voting rights from profit rights, placing control in the hands of committed stewards while allowing investors to participate in economic returns without influencing governance. Alternatively, a foundation can act as the sole shareholder, aligning institutional ownership with the company's mission and insulating it from capital market pressures.
The appropriate approach for Regime 0 is not to impose a single steward-ownership model, but to make it easily accessible through standardized documentation: model articles of association, standard shareholders' agreements, and defined governance building blocks. This preserves the flexibility that innovative companies need, while providing the legal clarity and recognition that makes the model usable across borders.
6. The Netherlands as a frontrunner
The Netherlands is particularly well-positioned to take a leading role in this development. Dutch corporate law already offers the flexibility needed to implement steward-ownership structures, and Dutch entrepreneurs and policymakers are increasingly aware of their potential. As the 28th regime with its Regime 0 takes shape, there is a real opportunity for the Netherlands to help define the European standard. In doing so, Dutch companies are able to demonstrate that long-term, mission-driven ownership is not an idealistic alternative to competitiveness, but one of its preconditions.
7. Looking ahead
The 28th regime is an ambitious project, and its success will depend on the choices made in the coming months. The decision to allow steward-ownership structures within Regime 0 – supported by clear, standardized documentation – would send a powerful signal: that Europe is serious about building an innovation economy that is not merely fast-growing, but durable.
The lawyers of De Roos have the expertise to help entrepreneurs, investors, and innovators navigate both the opportunities of steward-ownership and the evolving landscape of the 28th regime. Do you want to explore how steward-ownership can future-proof your business, or do you want to understand what the 28th regime may mean for your company? We are ready to assist.
