The course aims at providing students with: · a comprehensive legal framework to discuss corporate interest and CSR issues · an understanding of the state of the art of the CSR debate and of its main problems · a picture of the regulatory framework and its evolutions · an understanding of the legal issues connected with sustainability reporting
The course aims at providing students with 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 · analyse legal rules critically · present and discuss different point of views on the course's subject matter
The course will analyse the most relevant legal aspects connected with the corporate interest / corporate social responsibility debate in corporate law. We will start with the central question of corporate governance: what is the aim of the corporation? Which interests should corporate law protect? We will discuss the main theories concerning the aim of the corporation, including the shareholder value paradigm and the main stakeholder-oriented theories. The course will then focus on the CSR debate, analysing and discussing how CSR can be pursued and implemented and the role of the law. In so doing we will study the case of "benefit corporation" legislation in the U.S. and elsewhere. Finally, the course will discuss the implications of the corporate interest and CSR debate on the reporting obligations of companies and will analyse, from a legal standpoint, the issues of non-financial reporting, sustainability reporting, and integrated reporting.
· The corporate interest debate and the aim of the corporation · The rise (and fall) of the shareholders' value paradigm · Stakeholders' theories and their variations · The CSR debate: theoretical framework and problems; the role of the law · The CSR debate: implementation issues · CSR in practice: the regulatory framework · "Benefit corporation" legislation (U.S. and beyond; Italy) and its implications for the corporate interest / CSR debate · Shareholders, stakeholders, and reporting obligations: what should companies say to whom · From financial reporting to sustainability and integrated reporting: the law and the practice · The legal issues of sustainability reporting: managerial discretion and legal enforcement
The detailed programme of the course will be provided at the beginning of the course. Reading materials will be generally available on-line (ARIEL).
Prerequisiti e modalità di esame
The final exam will be in writing with an optional oral integration (further information will be provided at the beginning of the course).
Class attendance is mandatory. Admittance to the final exam will be reserved to students who will achieve 75% class attendance.
Students are expected to prepare readings in advance of classes when requested and to discuss reading materials in class.
Materiale didattico e bibliografia
Reading materials will include laws & statutes, recommendations and other acts of International institutions, scientific articles and papers. All class materials will be in English.
Su appuntamento via mail. Eventuali variazioni di orario verranno pubblicate sul sito del Dipartimento alla pagina http://www.dpsd.unimi.it/ecm/home/didattica/didattica-nelle-sezioni/diritto-commerciale-e-industriale-e-analisi-di-politica-economica.