Corporate governance and social responsibility

A.Y. 2020/2021
6
Max ECTS
42
Overall hours
SSD
IUS/04
Language
English
Learning objectives
The course aims at providing students with a comprehensive description and analysis of the legal framework to discuss corporate governance and CSR issues
Expected learning outcomes
At the end of the course students will have:
- a critical understanding of the fundamental questions currently debated in corporate law
- an understanding of the state of the art of the CSR debate and of its main problems
- a picture of the regulatory framework in the field and its evolutions
- the capacity to critically analyse the relevant legal rules.
Students will also acquire the ability to:
- engage in legal reasoning and discussion
- combine interdisciplinary knowledge
- compare different legal systems and link legal solutions with underlying socio-economic factors
- present and discuss different point of views on the course's subject matter
Course syllabus and organization

Single session

Responsible
Lesson period
First semester
TEACHING METHODS
In the first semester, classes will be live-streamed on Microsoft Teams, following the lessons timetable.
Live-streamed classes will be recorded and will be available on the online platform.
Students will be informed as soon as possible, through the course ARIEL website, in case they will be able also to attend in person the classes at University. This possibility will depend upon the evolution of the emergency and the respect of the security directives. In any case the classes will be recorded and will be available on the online platform.
The course will alternate and combine lectures and seminar teaching. Classes may require prior readings and include pre-recorded components.

SYLLABUS
The course program is unchanged. However, the specific contents of classes will adapt to the teaching methods outlined above.

TEACHING RESOURCES
Reference materials for each lesson will be uploaded to the Ariel course website.

ASSESSMENT METHODS AND CRITERIA
No specific changes if possible. Updates will be available in due course.
Course syllabus
· What is a corporation? The foundations of corporate law
· Corporate law in action/1: Agency problems and legal strategies
· Corporate law in action/2: The interests of shareholders as a class
· Corporate law in action/3: Minority shareholders and non-shareholders
· Corporate law in action/4: the protection of creditors
· The theory of the corporation: the agency paradigm
· The theory of the corporation: an alternative view
· CSR and the corporate interest debate/1: the shareholder value, and a critique
· CSR and the corporate interest debate/2: the team production theory
· CSR and the corporate interest debate/3: a "procedural" view
· CSR in action: the EU, the OECD, the UN, and India
· CSR: the voluntary vs mandatory debate
· The benefit corporation/1: the law
· The benefit corporation/2: the debate
· Stakeholder engagement and disclosure of non-financial information - Directive 2014/95/UE
Prerequisites for admission
No specific prerequisite other than what provided by the LLM rules. A basic knowledge of the institutions of corporate law is recommended.
Teaching methods
Students are expected to prepare readings in advance of classes when requested and to discuss reading materials in class.
Teaching Resources
Reading list might be subject to changes and/or updates in due course.

Introduction
The Business Roundtable, Statement on the Purpose of a Corporation, August, 2019
https://opportunity.businessroundtable.org/wp-content/uploads/2019/09/B…

What is a corporation? The foundations of corporate law
Reiner Kraakman et al., The Anatomy of Corporate Law. A Comparative and Functional Approach, 3rd ed., Oxford University Press, 2017
Chapter 1: What Is Corporate Law?
or
J. Armour, H. Hansmann, R. Kraakman, Foundations of Corporate Law, January 2017
https://ssrn.com/abstract=2906054

Corporate law in action/1: Agency problems and legal strategies
Reiner Kraakman et al., The Anatomy of Corporate Law. A Comparative and Functional Approach, 3rd ed., Oxford University Press, 2017
Chapter 2: Agency Problems and Legal Strategies
or
J. Armour, H. Hansmann, R. Kraakman, Agency Problems, Legal Strategies, and Enforcement, 21 July 2009
https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1436555

Corporate law in action/2: The interests of shareholders as a class
Reiner Kraakman et al., The Anatomy of Corporate Law. A Comparative and Functional Approach, 3rd ed., Oxford University Press, 2017
Chapter 3: The Basic Governance Structure: The Interests of Shareholders as A Class
or
J. Armour, L. Enriques, H. Hansmann, R. Kraakman, The Basic Governance Structure: The Interests of Shareholders as A Class, January 2017
http://ssrn.com/abstract_id=2901416

Corporate law in action/3: Minority shareholders and non-shareholders
Reiner Kraakman et al., The Anatomy of Corporate Law. A Comparative and Functional Approach, 3rd ed., Oxford University Press, 2017
Chapter 4: The Basic Governance Structure: Minority Shareholders and Non-Shareholder Constituencies

Corporate law in action/4: The protection of creditors
Reiner Kraakman et al., The Anatomy of Corporate Law. A Comparative and Functional Approach, 3rd ed., Oxford University Press, 2017
Chapter 5: The Basic Governance Structure: Transactions with Creditors

The theory of the corporation: the agency paradigm
Frank H. Easterbrook & Daniel R. Fischel, The Corporate Contract, 89 Columbia L. Rev. 1416 (1989)
http://chicagounbound.uchicago.edu/journal_articles/1164

The theory of the corporation: an alternative view
Francesco Denozza and Alessandra Stabilini, Principals vs Principals: The Twilight of the "Agency Theory", 3 The Italian Law Journal No. 2 (2017), 512
https://www.theitalianlawjournal.it/denozzastabilini/

CSR and the corporate interest debate/1: the shareholder value, and a critique
Michael C. Jensen, Value Maximization, Stakeholder Theory, and the Corporate Objective Function, Journal of Applied Corporate Finance, Fall 2001
http://papers.ssrn.com/abstract_id=220671
Ronald M. Green, Shareholders as Stakeholders: Changing Metaphors Of Corporate Governance, 50 Wash. & Lee L. Rev. 1409 (1993)
http://scholarlycommons.law.wlu.edu/wlulr/vol50/iss4/4

CSR and the corporate interest debate/2: the team production theory
Margaret M. Blair, Lynn A. Stout, A Team Production Theory of Corporate Law, 85 Va. L. Rev. 247 (1999)
http://papers.ssrn.com/abstract=425500

CSR and the corporate interest debate/3: a "procedural" view
F. Denozza, A. Stabilini, CSR and Corporate Law: The Case for Preferring Procedural Rules, April, 2008
http://ssrn.com/abstract=1117576

CSR in action: the EU, the OECD, the United Nations, and India
European Commission, A renewed strategy 2011-2014 for Corporate Social Responsability
http://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=COM:2011:0681:FIN…
European Commission, Reflection Paper: Towards a Sustainable Europe by 2030
https://ec.europa.eu/commission/sites/beta-political/files/rp_sustainab…
OECD Guidelines for Multinational Enterprises (esp. Part I)
http://mneguidelines.oecd.org/text/
UN Global Compact, The Ten Principles
https://www.unglobalcompact.org/AboutTheGC/TheTenPrinciples/index.html
United Nations Guiding Principles on Business and Human Rights
http://www.ohchr.org/Documents/Publications/GuidingPrinciplesBusinessHR…
India's Companies Act 2013 - Sec. 135
http://www.mca.gov.in/Ministry/pdf/CompaniesAct2013.pdf

CSR: the voluntary vs mandatory debate
F. Denozza, A. Stabilini, The Shortcomings of Voluntary Conceptions of CSR, in Orizzonti del Diritto commerciale (on-line review), n. 1/2013
http://www.orizzontideldirittocommerciale.it/saggi/the-shortcomings-of-…

The benefit corporation/1 - The law
Model Benefit Corporation Legislation (April 2017)
http://benefitcorp.net/sites/default/files/Model%20benefit%20corp%20leg…

The benefit corporation/2 - The debate
Janine S. Hiller, The Benefit Corporation and Corporate Social Responsibility, J Bus Ethics (2013) 118:287
See attachment in Ariel
Kent Greenfield, A Skeptic's View of Benefit Corporations, Boston College Law School Research Paper 367, August 4, 2015
http://ssrn.com/abstract=2639788

Stakeholder engagement and disclosure of non-financial information - Directive 2014/95/UE
DIRECTIVE 2014/95/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 22 October 2014 amending Directive 2013/34/EU as regards disclosure of non-financial and diversity information by certain large undertakings and groups
https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32014L00…
Communication from the Commission — Guidelines on non-financial reporting (methodology for reporting non-financial information)
https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:52017XC0705(01)
Communication from the Commission — Guidelines on non-financial reporting: Supplement on reporting climate-related information (methodology for reporting non-financial information)
https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:52019XC0620(01)
DIRECTIVE 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement
https://eur-lex.europa.eu/legal-content/EN/ALL/?uri=CELEX%3A32017L0828
Assessment methods and Criteria
Class attendance is mandatory. Admittance to the final exam will be reserved to students who will achieve 75% class attendance.

Subject to changes due to Covid 19 pandemy, the final exam will be in writing with an optional oral integration (further information will be provided at the beginning of the course).
IUS/04 - BUSINESS LAW - University credits: 6
Lessons: 42 hours
Professor(s)
Reception:
dipartimento di diritto privato e storia del diritto - 1 piano