What is ‘Legal Complexity’ in (Corporate) Law?

In an era marked by expanding legal texts, cross-border regulation, and mounting administrative burdens, the notion of ‘legal complexity’ has become more than an academic curiosity—it is a pressing concern at the heart of European governance. In my recently published article, ‘A Conceptual Framework on Legal Complexity’ (The Theory and Practice of Legislation, 2025, available in open access), I address this issue by presenting a rigorous and innovative framework to analyse and interpret legal complexity, applying it to company law.

A Matter of Urgency in European Legal Governance

Legal complexity is not a marginal issue—it touches the very foundations of regulatory effectiveness, legal certainty, and economic competitiveness. Across the EU, complaints about ‘overregulation’ and the opacity of legal frameworks have become increasingly vocal. 

Interestingly, the aim to ‘simplify’ rules and regulations in the business sphere has risen to prominence on various policy levels. For example, the Draghi Report on EU Competitiveness shows that companies perceive legal complexity as a crucial barrier for investment in the EU. From the EU’s Commission’s simplification agenda, which includes a ‘far-reaching simplification of sustainable finance and due diligence rules’, to the latest reform of company law in Belgium, the political urgency to ‘simplify’ the law is palpable. It seems that much is being expected of this exercise, as the European Commission aims to reduce administrative burdens for businesses by 25% and even by 35% for SME’s, translating into 37.5 billion EUR in savings for businesses. 

However, this urge to simplify begs the question: what does it mean for law to be ‘complex’—or ‘simple’? And more importantly, is simplification always desirable?

The European legal context makes these questions especially salient. The Union’s multi-level legal order, the interplay between EU and national norms, and the introduction of extensive instruments like the CSRD and CS3D have led many stakeholders—such as academics, business leaders and NGOs—to express concern over this exercise in (perceived) corporate deregulation.

The Legal Framework: A Dual-Level Model of Complexity

In this paper, I present a two-level analytical framework that dissects legal complexity into distinct dimensions, each with concrete indicators.

1. The Systemic Level focuses on the architecture of the legal order as a whole. Four indicators are central:

• Number of norms: A larger volume of legal norms increases the probability of conflicts, overlap, and interpretative difficulty.
• Number of regulatory levels: Legal pluralism—as is common in European federal and supranational systems—multiplies the potential for fragmentation.
• Durability of norms: Frequent amendments and rapidly changing norms make it difficult to track what is applicable at any given time.
• Internal consistency: The salience of the previous indicators can lead to inconsistencies within a legal system, necessitating the application of meta-rules (eg, lex posterior, lex specialis) to navigate conflicting rules.

2. The Rule Level zooms in on the internal characteristics of individual norms. Here, the indicators are:

• Density: The amount of content and number of hypotheses covered within a rule.
• Accessibility: How intelligible the rule is, both linguistically and conceptually.
• Connectedness: The degree to which a rule depends on cross-references to other norms.
• Determinacy: The clarity with which a rule specifies what is required, permitted, or prohibited.

This typology allows for a nuanced evaluation of legal systems and rules, revealing that complexity is often a dynamic interplay of various factors. Not all complexity is pathological: sometimes it is the necessary by-product of legal precision, contextual sensitivity, or normative coherence.

The Novelty: Beyond the Simplicity/Complexity Binary

This framework seeks to build upon and reconcile attempts to theorise legal complexity, which often focused either on purely qualitative typologies or on quantitative metrics derived from computational methods. While acknowledging the value of both, the aim is to transcend the limitations of these approaches by integrating them into a multi-dimensional, interdisciplinary matrix. This not only enables doctrinal, empirical, and economic analyses to coexist, but also provides a theoretical lens through which the value of complexity can be critically assessed.

Crucially, the paper also introduces a ‘trade-off theory’ of legal complexity, which resists the simplistic notion that fewer rules always mean better law. For example, substituting open standards with detailed rules may decrease ambiguity but increase density and technicality—paradoxically making the law more complex. Likewise, centralising regulation may enhance consistency, but eliminate the contextual responsiveness afforded by localised law-making.

The framework thus promotes a pragmatic and pluralist view: simplicity is not a normative end in itself but a contextual consideration that must be balanced against competing legal values such as precision, adaptability, and justice. After all, ‘perfect legislation’ does not exist. 

The article concludes that it only makes sense to opt for a ‘simple’ rule if the behavioural steering effect emanating from the rule is of sufficient quality to actually achieve the objectives of the rule. Conversely, opting for complex regulation only makes social sense if the complexity can justify the increase in terms of regulatory costs.

Niels Appermont is an Associate Professor of Economic Law at the Faculty of Law, Hasselt University, Belgium. 

The author’s article can be found here.