"Corporate Social Responsibility - Perspectives in Sustainable Corporate Governance"

Catherine Malecki

 

What if sustainable corporate governance was the solution to the challenges of the 21st Century (Shared Value, the well-being of stakeholders, the struggle against inequalities, climate change and corporate performance), half-way between Shareholder Primacy and Stakeholder Theory?

CSR belongs to companies and organizations. This essay offers a pedagogical and forward-looking perspective on a CSR that is driven by American advances, confronted with the English Enlightened Shareholder Value Principle and steered by European influences, which are, in turn, influenced by the Scandinavian approach.
The first part of this essay shows how extra-financial information is being called upon to play a determining role in what can now be identified as "sustainable corporate governance". It creates a paradigm shift within corporate law since it has not been designed according to its recipients, like shareholders or employees with shares in a company, for example, but instead to nurture an impetus that is both international (the Global Reporting Initiative) and European (as promoted by a number of recommendations, resolutions and communications issued by various EU bodies). It is intended for recipients that go beyond traditional spheres of corporate law (internal or external stakeholders), through public opinion analysis that is both punctual (issuing management reports) and continuous (based on topical events linked to corporate activities, pollution or sustainable investment).
At the dawn of the 21st Century, CSR provides an opportunity to "destructure" a form of corporate governance that can be qualified as "traditional", insofar as it has appeared on the landscape of corporate law to "restructure" this new corporate governance over the past twenty-five years. Due to requirements demanding "consistency with European and international documents", the "wide lens" of its legal sources becomes the basis on which to build a "world CSR".
The second part of this essay presents this new corporate governance cycle as a key component of CSR: its characteristics are essentially those of "behavioural" corporate governance, thus linking it with Howard Bowen's seminal work, published in 1953. The Board of Directors is a prime example, or a "showcase" for this form of governance, which rests upon the qualities of both women and men (courage and a clear interest in CRS, along with training specific to this field). Remuneration based on a so-called CRS index would act as a barometer for this new governance, where performance, charters and ethical codes would flourish. Sustainable compliance would represent tomorrow's "big challenge" (Comply or Report would apply, but under what frame of reference or control mechanisms, and above all, under what code of corporate governance?) Soft Law and Hard Law would provide the ideal cement for the indestructible monument that socially sustainable behaviour seeks to become. But the larger unknown is that of stakeholder expectations and the dialogue that would result from these. This document provides a legal approach to ideas that are normally influenced by the management sciences, with a set of criteria known to legal experts and proven through other legal branches, which could help design a hierarchy of stakeholders. A number of questions also remain with regard to sanctions. Could CSR commitments exclude the possibility of sanctions, since they would initially rest upon the principle of voluntary adherence? This question would not be out of place. Recent developments, however, along with signs from the EU promoting a more limiting form of CSR, point to the use of sanctions.
Here, we address the very basis of corporate governance along with a paradigm shift that reveals how sanctions will evolve on their own (injunction proceedings risking reputations of self-correction for anti-socially responsible behaviour, for example): an e-corporate reputation in motion. A reconciliation with Anglo-Saxon ways of thinking, or more specifically, English ways of thinking in line with the seminal American work of Berle and Means, would help strengthen the Shareholder Primacy and Stakeholder Theory approach: a third path could appear against some of the conditions that are explored in the study.
This new approach, while still in its prospective phase, could materialize under the new CSR definition proposed in an October 25, 2011 communication from the European Commission as "the responsibility of enterprises for their impacts on society". Ambitions surrounding the SSE (Social Solidarity Economy), the objective behind the "other economy", could very well surface. These are promising ideas: the social challenges of CSR reveal that groups of companies are already being reconsidered. It is clear that jurisprudence will help build this monument with new avenues of thought.
The third part of this document is devoted to sustainable financing, with its specific and increasingly specialized "factory" (a very particular institution, born out of the PRI (Principles for Responsible Investment), American works along with those of the EU's EUROSIF), which fits neatly into sustainable corporate governance. Once again, the challenges that surround corporate governance emerge alongside the universal challenges surrounding SRI (Socially Responsible Investment).
Can this back-and-forth between the EU?s influence and the pioneering role of the Anglo-Saxon approach lead to a form of corporate governance that is more efficient, collective and unified in the 21st Century? This essay seeks to answer that question.
Catherine MALECKI is Associate Professor in private law, HCR (Habilitation to conduct researches), at the University Paris Sud, France.

Table of contents

Catherine Malecki
"Corporate Social Responsibility - Perspectives in Sustainable Corporate Governance"
484 pages

    Forward
    List of Abbreviations
    General Introduction

PART ONE: THE CHALLENGES FACING EXTRA-FINANCIAL AUDITING
    Chapter 1: The issues
    Chapter 2: The Evolution of Extra-Financial Information
    Chapter 3: The Constraints of Extra-Financial Information
    Chapter 4: Sustainable Accounting

PART TWO: CONDUCT AND SANCTIONS
    Title 1: The issues
    Title 2: Conduct
    Chapter 1: Corporate Administration and Management
    Chapter 2: Developing Guides and Labels for CSR Conduct
    Chapter 3: Dialogue with Stakeholders
    Chapter 4: Company Transactions
    Chapter 5: New Paths, New Compasses

 


 

"IT Law in Poland"

Golaczynski Jacek, Adamski Dariusz, Okon Zbigniew, Ożóg Marcin


 

The book is a result of close cooperation between ICT law institutes of neighbouring countries in the so-called “Vienna Group”. These encompass Austria, Czech Republic, Slovakia, Hungary and Poland. A symposium held in Prague in 2005 was the starting point to develop the idea of launching a series of studies on the current situation regarding IT law in CEE countries.

“IT Law in Poland” is the first of such “country reports” in English. It provides an overview of and insight into a wide range of topics, from intellectual property law to contracts and liability. The volume covers the following domains of Polish IT law:

The book is directed to the Polish legal community as well as to interested readers in other countries all over Europe.

The authors of “IT Law in Poland” are all well-know legal experts and professors/lecturers of Polish universities:

Prof. Dr. habil. Jacek Golaczynski (University of Wroclaw)
Dr. Dariusz Adamski (University of Wroclaw)
Dr. Zbigniew Okon (University of Wroclaw)
Dr. Marcin Ozóg, LL.M. (Centrum C-Law.org)
Dr. Marcin Podles, LL.M. (Attorney-at-law; lecturer at the University of Wroclaw)
Dr. Boguslaw Soltys (Attorney-at-law; lecturer at the University of Wroclaw)

 


 

"TOWARDS A SUSTAINABLE EUROPEAN COMPANY LAW: A NORMATIVE ANALYSIS OF THE OBJECTIVES OF EU LAW, WITH THE TAKEOVER DIRECTIVE AS A TEST CASE"

Beate Sjåfjell



Publisher: WoltersKluwer
March 2009, ISBN 9041127682 , ISBN 13: 9789041127686
Hardcover , 592 pp.

No one doubts any longer that sustainable development is a normative imperative. Yet there is unmistakably a great reluctance to acknowledge any legal basis upon which companies are obliged to forgo ‘shareholder value’ when such a policy clearly dilutes responsibility for company action in the face of continuing environmental degradation.
Here is a book that boldly says: ‘Shareholder primacy’ is wrong. Such a narrow, short-term focus, the author shows, works against the achievement of the overarching societal goals of European law itself. The core role of EU company and securities law is to promote economic development, notably through the facilitation of market integration, while its contributory role is to further sustainable development through facilitation of the integration of economic and social development and environmental protection. There is a clear legal basis in European law to overturn the poorly substantiated theory of a ‘market for corporate control’ as a theoretical and ideological basis when enacting company law.
With rigorous and persuasive research and analysis, this book demonstrates that:
European companies should have legal obligations beyond the maximization of profit for shareholders;
human and environmental interests may and should be engaged with in the realm of company law; and
company law has a crucial role in furthering sustainable development.
As a test case, the author offers an in-depth analysis of the Takeover Directive, showing that it neither promotes economic development nor furthers the integration of the economic, social and environmental interests that the principle of sustainable development requires.
This book goes to the very core of the ongoing debate on the function and future of European company law. Surprisingly, it does not make an argument in favour of changing EU law, but shows that we can take a great leap forward from where we are. For this powerful insight – and the innumerable recognitions that support it – this book is a timely and exciting new resource for lawyers and academics in ‘both camps’: those on the activist side of the issue, and those with company or official policymaking responsibilities.


Table of contents

Preface
Part I. What, Why and How
1. Companies, Society and the Environment
Part II. Values and Fundamentals
2. Introducing the Discussion of Values and Fundamentals
3. The Nature of the Company
4. The Involved Parties and Affected Interests
5. The Purpose of the Company
6. The Purpose of Company and Securities Law
7. The Nature of Takeovers. Part III. Values and Legislative Objectives
8. Introducing the Analysis of the Legislative Objectives
9. The Objectives of EU Company and Securities Law
10. The General Objectives of EU Law
11. Back to EU Company and Securities Law
Part IV. The Analytical Tool
12. Developing an Analytical Structure
13. From Agency Theory to a New Structure
Part V. Test Case: The Takeover Directive
14. Overview of the Takeover Directive
15. Values, Objectives and the Takeover Directive
16. The Takeover Directive and the Target Company
17. The Takeover Directive and the Shareholders
18. The Takeover Directive and the Global Community Interest
19. Concluding the Evaluation Part VI. Bringing it all together
20. Companies, Society and the Environment

Bibliography
Table of Cases ( in Alphabetical Order )
Table of Cases ( in Numerical Order )
Table of Community Legislation ( in Numerical Order )
Table of High-Level Policy Documents
Table of International and National Law
Table of Codes and Guidelines, Index