Traditionally, corporate governance debates have contrasted models based on the principle of shareholder primacy with others taking into account the interests of other stakeholders, such as organised labour. This chapter argues that a new corporate governance compromise is emerging, particularly in Europe, driven by responsible investors, civil society and organised labour, which might offer a new way of overcoming the shareholder versus stakeholder dispute. This emerging NGOs-Investor-Union nexus is illustrated using various examples of recent regulatory initiatives: the EU Non-financial Reporting Directive; the Dutch Banking Sector Agreement regarding human rights; the UK Modern Slavery Act and the French Law on the ‘duty of vigilance’. The chapter draws on the abovementioned cases to elaborate some conjectures on the implications and limitations of this dynamic and fragile convergence of interests for policy-makers and existing debates on sustainable corporate governance reforms.

Companies’ sustainable and socially responsible footprint, especially multi-national corporations, is increasingly scrutinised by policy-makers, stakeholders and the media. However, regulatory policy to promote socially responsible and sustainable behaviour at companies remains at an emerging state as the minimally intrusive regulatory instrument of disclosure regulation seems to be the preferred policy. Disclosure regulation merely compels information to be released so that next steps can be taken by interested recipients, whether they be the market or stakeholders. This Chapter explores disclosure regulation introduced at the EU level transposed in the UK, as well as the UK’s own initiatives such as the modern slavery statement that large businesses have to publicly disclose in relation to their supply chains. It is argued that disclosure regulation does not necessarily foster deep self-reflection and fundamental changes in corporate behaviour, as corporations’ responses to compliance with disclosure regulation vary significantly.

Corporate groups are giving way to contractually organized global value chains, and any effective approach to regulating sustainability must thus account for contractually organized production. This chapter outlines the move from corporate governance to governance through contract in organizing production and the general effects of this move on sustainability regulation, and presents one approach towards conceptualizing control in contractually organized value chains. It then discusses recent approaches related to private governance, private law liability, and public regulation that are aimed at developing sustainability in contractually organized global value chains.

This chapter outlines the historical development of international governance of corporate taxation. It analyses whether intergovernmental cooperation has invigorated or countervailed the adverse consequences of economic globalisation. In essence, it explores whether international tax governance has endeavoured to constrain or safeguard states’ capacities to tax. On the one hand, the chapter examines how international co-operation started with efforts to eliminate double tax burdens and was motivated by the aspiration of constructing a transnational market order. On the other, it depicts how later phases of international tax governance have been sparked by the need to contain harmful tax competition and international tax avoidance, which have been experienced as undesired outcomes of untrammelled globalisation. The chapter concludes that although corporate taxation has increasingly become an issue of international governance, corporate tax base design and tax rate setting have substantially remained beyond international constraints, leaving room for tax competition and tax avoidance.

Forecasting how the emerging regime of global financial regulation will respond to the next financial crisis involves a sense of its limits, and underscores the way that law-like constraints mesh with the need for administrative discretion. Traditionally, crisis response is the sort of government work that is most amenable to discretion. Because crises are difficult to predict, flexibility may be necessary to effectively respond. The values of effective crisis response – promptness, overwhelming force, perhaps a degree of surprise–are not amenable to ordinary values of bureaucratic order. This, however, does not mean that crisis response is a law-free zone. There are few crises that have not been dealt with by a response inflected by the legal and process constraints of ordinary administration, even if the requirements of crisis interdiction have forced regulators more concerned with effectiveness than with process to act with flexibility and evasion.

This, however, does not mean that crisis response is a law-free zone. There are few crises that have not been dealt with by a response inflected by the legal and process constraints of ordinary administration, even if the requirements of crisis interdiction have forced regulators more concerned with effectiveness than with process to act with flexibility and evasion.

The involvement of companies is key for a sustainable society, but it is debated whether shareholders can stimulate the achievement of corporate sustainability goals. We investigate shareholder sustainability engagement in the Netherlands. First, we present the Dutch corporate law framework in a sustainability context. Dutch corporate law can generally be considered stakeholder-oriented. Afterwards, we present a novel empirical analysis of shareholder corporate sustainability engagement in the Netherlands using Dutch annual general meeting transcripts. We find that, although shareholders do not make use of their right to add proposals to the agenda to advocate corporate sustainability, shareholders do in fact use their right to ask questions. Our findings provide new indications that, in addition to the pivotal role of corporate boards, shareholders may be increasingly willing to play a positive role in corporate sustainability.

This chapter addresses debt-based investing as a driver for global sustainability. Loans, bonds, and other forms of debt constitute a substantial proportion of the capital that corporations use to finance their operations and offer a distinct set of legal tools to influence corporate conduct. Drawing on corporate law and financial regulation scholarship, this chapter explores the regulatory and corporate governance issues arising from green bonds. Green bonds, along with social bonds and sustainability bonds, enable issuers to use the proceeds from their sale to finance projects, assets, or business activities with environmental, social, or economic objectives. This chapter examines the private standards, certification schemes, indices, and assurance practices and government-based regulatory frameworks in the green bond market. To prevent greenwashing and ensure the continued growth of this market, this chapter proposes reforms to corporate governance practices to enhance the monitoring and control powers of green bond investors.

The Basel Committee is the quintessential regulatory network. It has accomplished much through its specific and rigorous rules on capital adequacy, and yet those rules are nothing more than soft law, as Basel’s principals reiterate. Much of the change over time that has characterized the way the Basel Committee acts reflects an evolution towards bureaucratic governance, rather than the development of a unique and different form of cross-border governmental oversight.

This chapter focuses on the concept of time to evaluate the barriers and opportunities to environmentally responsible finance, and to assess existing governance reforms. With the sustainability discourse increasingly penetrating the financial economy, some investors and lenders profess to be more mindful of the value of long term and patient financial decisions, both for their own economic returns and environmental responsibility. However, the system of global finance capitalism, with its myopic and frenetic tempo, clashes with this aspiration. The movement for socially responsible investing, and the associated 'slow money' movement, are helping to inculcate more eco-friendly time-scales into the financial world. These movements are emerging agents of environmental governance, helping to overcome the lacunae and deficits in official regulation of the financial sector's environmental performance.

Like the Basel Committee, IOSCO is committed to increasingly elaborate administrative procedures – it now uses notice and comment for almost everything substantive that it does – and to bedrock principles that underlie much of its activities. IOSCO is also committed to peer review, and has set reviewable benchmarks for its members to encourage adoption of its memorandum of understanding on enforcement cooperation. It has also stuck to its preference for consensus on the principles that it has promulgated. And while the MOU on enforcement permits a degree of “dissensus” – it facilitates the enforcement of domestic standards through the gathering of evidence from across borders, though it does not require that domestic standards be shared–it does suggest that securities watchdogs are likely enough to embrace common enough values that they are willing to assist one another in the observance of them. Moreover, IOSCO’s core principles reflect the common ground, and search for a level playing field, that marks much of international financial regulation. And the turn to bureaucratic order and legal principle is observable in IOSCO, even though it has made only modest efforts to create a global model for securities regulation.

his chapter argues that capacity for corporate sustainability is shaped by over-arching rules determining trade and investment relations, but also that companies play a part in constructing those rules and their application. In this way, transnational state and corporate conduct are symbiotic, mutually capable of shaping each other. The General Agreement on Tariffs and Trade and the General Agreement on Trade in Services within the framework of the World Trade Organisation mediate the terms of import and export of goods and services, affecting corporate management of supply chain arrangements, but corporate influence also affects those rule-making and rule-administering processes. We investigate the capacity for norms promulgated through free trade agreements to affect the parameters of sustainable corporate conduct. Finally, we analyse the powers of corporations as investors, bearing in mind the current fragmented regime operating under international investment law alongside scope for reform.