The EU Sustainable Governance Consultation and the Missing Link to Soft Law

39 Pages Posted: 12 Apr 2021

See all articles by Guido Ferrarini

Guido Ferrarini

University of Genoa - Law Department and Centre for Law and Finance; European Corporate Governance Institute (ECGI); EUSFIL Jean Monnet Center of Excellence on Sustainable Finance and Law

Michele Siri

University of Genoa - Law Department; European Banking Institute; EUSFIL Jean Monnet Center of Excellence on Sustainable Finance and Law

Shanshan Zhu

University of Genoa - Law School; EUSFIL Jean Monnet Centre of Excellence

Date Written: April 9, 2021

Abstract

In this paper, we investigate whether reform of EU company law is needed to make corporate governance more sustainable through an analysis of some of the key questions found in the European Commission's questionnaire in its public consultation on sustainable corporate governance. We also consider some issues, which the Commission paid scant attention to in its questionnaire, such as the role of corporate governance codes and other types of soft law, mainly of international origin, in promoting sustainable governance. In addition, we underline that the EU legislator has adopted several measures in recent years, which offer better prospects for sustainable governance than the reform of directors' duties the Commission is currently planning. We conclude that the failure to take corporate governance codes and the existing regulatory framework into account could seriously impair pending reforms of directors' duties and their link to sustainability.

Keywords: sustainable corporate governance, soft law, corporate governance codes, short-termism, directors’ duties, sustainable finance, corporate governance, corporate social responsibility, shareholder primacy, shareholder value, shared value, social value, stakeholder theory, stakeholder governance, stakeh

JEL Classification: G30, G32, G38, K20, K32, L21, M14, P12

Suggested Citation

Ferrarini, Guido and Siri, Michele and Zhu, Shanshan, The EU Sustainable Governance Consultation and the Missing Link to Soft Law (April 9, 2021). European Corporate Governance Institute - Law Working Paper No. 576/2021, Available at SSRN: https://ssrn.com/abstract=3823186

Guido Ferrarini (Contact Author)

University of Genoa - Law Department and Centre for Law and Finance ( email )

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European Corporate Governance Institute (ECGI)

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Belgium

HOME PAGE: http://www.ecgi.org

EUSFIL Jean Monnet Center of Excellence on Sustainable Finance and Law

Italy

HOME PAGE: http://www.eusfil.eu

Michele Siri

University of Genoa - Law Department ( email )

Genoa
Italy

HOME PAGE: http://unige.it/en/

European Banking Institute ( email )

Frankfurt
Germany

HOME PAGE: http://ebi-europa.eu/members/fellow-academic-members/

EUSFIL Jean Monnet Center of Excellence on Sustainable Finance and Law ( email )

Italy

HOME PAGE: http://www.eusfil.eu

Shanshan Zhu

University of Genoa - Law School ( email )

Via Balbi 22, 6th floor
Genoa, Genoa 16100
Italy

EUSFIL Jean Monnet Centre of Excellence ( email )

Via Balbi
Genoa
Italy

HOME PAGE: http://www.eusfil.eu

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