Sustainability and Corporate Law

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The demand for more sustainable behaviour in businesses and on financial markets as well as the need for more sustainable economic activity in general, have become increasingly urgent not only since the outbreak of the financial crisis. There has been surprisingly little research considering the extent to which corporate law can act as a vehicle for sustainable behaviour in businesses and for building a sustainable economy. Not only is there a clear potential for innovation: the law with its prohibitions and restrictions as well as its enabling and incentive function can and perhaps has to be used to provide a regulatory framework for the positive developments that are already clearly emerging in the markets in terms of sustainability and common good and promote them wherever possible. Conversely, legal regulation can discipline companies that disregard respective existing requirements more strongly than before. Company law is particularly suitable to promote both aspects, as it directly addresses companies as the key players in the markets. Starting from the premise that a pure shareholder value orientation must be questioned, the interests of other stakeholders, such as employees, creditors and customers, as well as climate and environmental concerns are increasingly being moved into the focus of the legislator. In some EU member states but also at the Union level regulative measures are being discussed in order to promote the development of sustainable entrepreneurship; in some jurisdictions, corresponding instruments have recently been introduced. Among the discussed concepts are, on the one hand, instruments applicable to all enterprises, such as those of corporate social responsibility or sustainable investment, and, on the other hand, the legal promotion of enterprises that voluntarily commit themselves to the goal of sustainability, e.g. by introducing certification systems or providing unique legal forms.The monograph discusses – from a German and European perspective – which legislative instruments are available in the field of corporate law to promote sustainable corporate governance. In this vein, the question of the operability of the concept of sustainable development is discussed from a corporate law perspective. One focus is the examination of existing core concepts of corporate law that require re-evaluation in light of the current sustainability discourse. These core concepts, namely the question of the nature and purpose of the corporation, the figure of the company interest or the commitment of the stock corporation to the common good, do not directly touch upon sustainability issues as they are traditional and historical questions of corporate law. However, their re-evaluation is necessary in order to be able to effectively meet the current ecological, social and economic challenges of our time, that arise under the umbrella of sustainability in an international and intergenerational context.