RAFFAELE FELICETTI, Harvard University, LUISS University
Email: Rfelicetti@sjd.law.harvard.edu

The Big Three (BlackRock, Vanguard, and State Street Global Advisors - SSGA) have increasingly committed to caring about environmental and social (E & S) issues. While their E & S commitment has received some scrutiny in the United States, in Europe it did not receive much academic attention so far. In this paper, I create a unique dataset of 83 European companies and assess the Big Three’s aggregate and individual ownership in such companies. I then collect data on how BlackRock — the one, among the Big Three, that committed the most to E & S issues — promoted its E & S agenda in 2020 in such companies. I find that E & S issues are discussed overwhelmingly through private engagements, while are almost never raised through shareholder proposals. In light of this evidence, I then explain that, by focusing mainly on the disclosure of the most significant votes, also with regards to non-financial issues, the current European framework on the disclosure of E & S information is based on a misconception: that the EU market is characterized by traditional shareholder activism, where shareholders put forward many proposals, including on E & S issues, and voice is conducted through the most typical tool: voting. I conclude by exploring the policy-making implications of my findings. In particular, I argue that, if the dissemination of E & S information on the markets is a desirable policy goal, then the regulatory framework should be updated with the introduction of a disclosure regime for those private engagements in which E & S matters are discussed.

CALI OJIMBA, Anambra State University - Faculty of Law
Email: cc.ojimba@coou.edu.ng

The position of executive officers in a Corporate establishment is unnecessarily fraught with several controversies. These misconception is borne out of lack of clarity on what are supposed to be the roles/functions of these officers vis-a-vis, the promoters objective. It is trait law that while the memorandum of association spelt out what the promoters objectives should be, the articles of association stipulates the rules that regulates the internal management of the Company. This position underscores the fact that the Company is a Corporate sole that carries along with it, the human element otherwise known as officers who carries out the day to day obligations of the Company. It is on the basis of this premise that this paper examined the role of these officers in line with extant laws. This is done without prejudice to the settled legal anxiom in Salomon v. Salomon which restates the obvious fact that a Company is a Corporate sole that is distinct from its owners such that in the event of bankruptcy no individual should be held accountable to the debts or liabilities of the Company. By laying bare all these legal rules in Company management, the paper succeeded in clearing the doubt and vacuum that hitherto had created a confusing scenario on what the role of these officers ought to be alongside the promoters objectives. These clarity was done with reference to appropriate legal and governing laws which finally was laid to rest all the controversies in that surrounded their roles in Corporate establishment.