Canadian law adopts the corporate social responsibility model of environmental sustainability. This represents a weak sustainability approach, where environmental sustainability is justified only if there is a net positive impact on a company’s long-term financial performance. Corporate law constraints, such as the duties of loyalty and care, and the oppression remedy, have not traditionally required corporations to consider sustainability. However, courts have begun to move the common law in that direction, expanding the duty owed by the board of directors from shareholders to the corporation as a whole, including a consideration of stakeholder interests. Meanwhile, securities regulators have begun requiring environmental disclosure. Institutional investors, such as pension funds, have adopted climate change policies, and shareholder proposals regularly address environmental sustainability, although both tend to adopt a weak sustainability approach. Overall, under Canadian law, environmental sustainability appears to be important only insofar as it impacts the financial performance of companies.

The purpose of this chapter is to describe how corporate governance mechanisms have been used to promote sustainability in Brazil. A few initiatives and regulations connect the sustainability and corporate governance agendas in Brazil, particularly in the securities market and banking sector, where most progress is found. Brazilian financial and non-financial companies still do not fully recognise that the overarching purpose of the sustainability agenda is to ensure a safe operating space for humanity, given that the progress observed is mainly driven by economic factors, such as the mitigation of socio-environmentally risks related to financial and reputational damage and the attraction of foreign investors. Despite the progress observed in recent decades, the chapter concludes that fast or deeper developments should not be expected in the near future due to the strong political influence of agribusiness interests.

Multinational enterprises operate in an increasingly international environment and their operations are subject to a variety of rules from both hard and soft law. They take advantage of weak accountability systems and poor law enforcement in developing countries, necessitating a better understanding of the most appropriate hard-law approach to regulate them and address business sustainability challenges. Despite the division between the hard and soft legislative approaches used to address extraterritorial challenges, current efforts have been criticised primarily regarding their impact and enforceability. This chapter explores possible approaches for better extraterritorial regulation of corporate sustainability, including more detailed and extended directorial duties, together with enforcement measures driven by the state. Such efforts may direct board members’ attitudes towards more active involvement with extraterritorial corporate sustainability challenges.

This article explores how the current corporate governance codes in Nigeria affect corporations in the extractives sector. It focuses on the idea of corporate sustainability as the root for improving firms’ behaviour, incorporating development and social justice perspectives. Since the discovery of oil in Nigeria, several laws have been enacted to control the impact of oil exploration on the environment. Despite these efforts, environmental degradation continues to persist in parts of the country where natural resources are exploited. Mandatory corporate governance codes backed by sustainability driven corporate laws could ensure that companies minimize adverse effects of their activities on affected stakeholders.

New Zealand’s image as clean and green and a fair society is core to its identity. Yet despite the rhetoric, sustainability considerations are not yet central to its corporate governance. Shareholder primacy thinking by some regulators, commentators and boards has hampered attempts to encourage companies to prioritise sustainability despite the Law Commission vision that the New Zealand company operate as an enterprise. This chapter focuses on regulatory approaches to corporate governance and sustainability in New Zealand, first through the various codes and then with a discussion of the means and ends of its corporate governance. It is argued that the means are through the board and the ends are to act in the best interests of the company, conceived of as an enterprise, concluding that there is potential for genuine sustainability when the best interests of the company are considered from the perspective of the entity itself.

Standing in the way of sustainable business efforts is the belief that corporate fiduciaries must work to maximize shareholder wealth at all costs. American corporate law in fact imposes no such obligation, yet shareholder wealth maximization remains a powerful social norm. This chapter explores the history of the shareholder primacy norm, tracing the idea from its inception, to its famous articulation in the classic case of Dodge v. Ford, through the influence of the law and economics movement and the rise of financialism at the end of the last century. The chapter then examines the current debate over shareholder primacy, sustainability, and corporate social responsibility, arguing that shareholder primacy has peaked in the United States and is meeting resistance internationally. A new norm of enlightened stakeholderism, I argue, is on the rise, pursuant to which firms aim to be not just profitable but environmentally and socially responsible, as well.

Australia’s relatively conservative corporate law regime does not reflect developments in the soft law and culture in support of corporate sustainability. There is only weak support for sustainability under the Australian legal framework, in particular in the context of directors’ duties. But this orthodox legal regime is being overtaken by a strengthening sustainability culture in Australia, as evidenced by empirical research on director attitudes; relevant listing rules and corporate governance principles; increasing institutional investor interest in sustainability; strengthened non-financial reporting rules, including in the context of labour standards and global supply chains; and other recent developments. The chapter concludes that the past decade has seen a cultural shift led by the ASX Corporate Governance Council, major institutional investor groups, and individual proponents from the legal and business communities towards a strongly increased emphasis on sustainability.

IAIS represents the lowest level of elaboration achieved by a financial regulatory network to date, though it has recently made an effort to develop Basel Committee-style rules for capital requirements on internationally active insurers. There has been no iterated capital adequacy a la Basel, however. The IAIS also offers a paler replica of IOSCO’s great achievement, the memorandum of enforcement cooperation. For much of its existence, IAIS has focused on best practices and rough principles of financial regulation, the standard foundation for the elaboration of network cooperation.

This chapter explores how corporate sustainability has been addressed in Japan. The Japanese companies’ awareness of the environment has been high, especially since the 1990s, promoted by the government’s various policies. However, all these policies are non-statutory, while the traditional corporate law theory has been reluctant to acknowledge corporate social responsibility (as the issue has traditionally been known). More recent reform of corpgovernance risks. This is despite the fact that the primary focus of the reform has been on the shift to the shareholder primacy idea, departing from the traditional stakeholder-oriented corporate governance of Japanese companies. With these complexities, it is anticipated that corporate sustainability will become a commonly acknowledged issue of corporate governance in Japan in the coming years.orate governance, facilitated through the implementation of the Corporate Governance Code and Stewardship Code, acknowledges the significance of sustainability and environmental, social and

One question posed by the international regime of financial regulation is how newcomers will respond to it. China, with its one-party government, cultural uniqueness, and relatively recent embrace of financial capitalism presents a distinctive test of the willingness of the developing world to buy into a system of globalized governance that has largely been devised by others. But if this lack of participation suggests that there may be reasons why China – and the rest of the developing world – would want to stay out of the international financial regulatory regime, there are, as we will see, many reasons to suspect that there are incentives encouraging them to join it. Thus far, China has not complained about its lack of power over the international regulatory process that it has joined. It has embraced both G20 membership and financial regulatory cooperation, and joined the relevant networks.

This chapter provides an analysis of the transformation of the corporate landscape in Central Eastern Europe after 1989, by reference to the sustainable development goals. The argument is that the neoliberal prescriptions to transform the socialist corporate landscape were so antithetical to sustainability goals that the corporations resulting from that transformation have actually pushed the reach of sustainability goals further away. The corporations resulting from the transformation will not pursue any sustainability goals without tremendous international pressure, as national corporate cultures and social realities developed during this transformation hinder the pursuit of sustainable development.

This chapter evaluates the differences–and surprising similarities–between financial regulation, which does not count as “hard” law and international law, which does count as hard law. As it turns out, though, both depend on domestic institutions to enforce their rules, both institutions are negotiated and iterative, rather than fixed and stable, and both are best at facilitating mutually beneficial cooperation, rather than resolving zero sum disputes.Understanding how international financial regulation achieves its legitimacy through a series of domestic processes, rather than an international one gleaned from state practice and treaty commitments, provides a perspective on public international law.

Over recent decades, a host of smaller jurisdictions have become extraordinarily dominant in specialized fields of cross-border corporate and financial services. Chief among them are Hong Kong and Singapore, both regarded as among the world’s most significant financial centers. This chapter analyzes their track records in achieving corporate sustainability and concludes that each is at once a leader and a laggard, depending on one’s perspective. The analysis highlights complex questions regarding how we ought to conceptualize and evaluate corporate sustainability in an era increasingly defined by the free movement of capital – because Hong Kong and Singapore represent microcosms of our increasingly globalized financial world. The challenges faced in assessing the sustainability of their corporate, financial, and economic models reflect underlying challenges in assessing the sustainability of unfettered global capital mobility.

A community company, designed to look beyond profits and provide for community involvement in decision making, was introduced in Solomon Islands in 2010. This chapter assesses the extent to which business, social and customary norms have impacted the slow take up of this entity. Business interests, both domestic and foreign, show preference for the easily identifiable traditional corporate form, shying away from this innovative entity. Facilitating institutions such as banks and insurance companies are reluctant to deal with unfamiliar corporate structures, making it difficult for such entities to grow. Participation by community members reiterates social norms, leaving control in the hands of individuals with high status, which rarely challenges dominant understandings of development. This chapter explores ways to overcome the resistance to the community company and realise its potential for enabling sustainable development across the Pacific.

The chapter examines the legislation of corporate sustainability in South Africa through the introduction of the Social and Ethics Committee under the country’s current Companies Act, 2008. It is argued that this is a board committee of a special kind, with original board powers. Given its far-reaching powers with regard to corporate sustainability matters – including social and economic development, good corporate citizenship, consumer relations to labour and employment, the environment, health and public safety – it is argued that the Social and Ethics Committee should be seen as the second board in companies required to have this structure.

This chapter summarizes the fundamentals of U.S. corporate law, including limited liability, corporate objectives, fiduciary duty, and shareholder information, voting, litigation, and exit rights. It also canvasses legal innovations (e.g., benefit corporations and sustainability disclosures) and explains their relevance to incorporating sustainability as part of broader corporate practice. This review reveals few legal barriers to U.S. corporations pursuing sustainability, although important practical factors can frustrate attempts to engage in such efforts. In the shareholder-oriented American corporate and business environment, the drive for pursuing such changes will need to come from asset owners and markets themselves.