Despite various international initiatives and soft/hard law reforms over the last two decades, concerns abound as the extent to which the sustainability agenda has become embedded in emerging economies. This chapter focuses on Mauritius, specifically the emergence of a sustainability discourse as part of corporate governance reforms, the enactment of a national sustainable development agenda, and the implementation of the first corporate social responsibility legislation in the world, requiring companies to finance related projects. Our empirical analysis, primarily focused on corporate settings, and informed by the country’s socio-economic and political contexts, reveals wide variation in corporate engagement and the advent of a form of state control over the execution of projects. Overall, our implications seek to identify lessons for other emerging economies, particularly in terms of state-level attempts to mandate corporate social responsibility.

The international emergence of alternative corporate forms and certifications has given credence to a new strain of law developing within the corporate sustainability movement, known as social enterprise law. What are some of the trade-offs that accompany such laws? Upon canvassing the development of social enterprise lawmaking initiatives worldwide, two preliminary observations arise. First, the majority of social enterprise laws, particularly in Europe and Asia, are designed to address the targeted needs of special and/or marginalized populations. The miniscule number of these businesses formed to date suggests that concerns over the shrinking of public goods and services remain largely theoretical. Second, U.S. benefit corporation laws may only strengthen erroneous beliefs on existing corporate law and governance – thus creating impediments to broad-scale sustainability change. The aggressive pursuit of a global market by private U.S. entrepreneurs behind the B Corporation certification and benefit corporation laws contrasts starkly with state-led initiatives.

Women have become increasingly central to initiatives aimed at achieving sustainable development and changing corporate practice. Global gender empowerment projects have allowed corporations to expand into new markets, while increasing the number of female leaders is thought to bring business advantages. These initiatives reveal a preoccupation with offering women more opportunities to participate in shareholder-centric corporate life but fail to address the real reason for women’s exclusion and subordination within companies: deep-seated structural barriers and biases. This Chapter explores how gender might be a catalyst for change towards sustainability. It suggests three reforms: changing conceptions of the ideal corporate worker to recognise companies’ dependence on unpaid caring labour; recognising how the process of globalisation is creating fresh patterns of inequality; and replacing the social norm of shareholder primacy with a corporate purpose based around principles of proportionality that may act in pursuit of strong sustainability.

Indonesia is the fourth most populous country in the world and a growing economic powerhouse. Although founded in 1949, it has a significant legal history and distinct legal systems based on race. In this historical context, Indonesia has seen economic boom, bust and reform as well as a more recent change from dictatorship to democracy. This chapter reviews the rich and complex history that sets the foundation for the subsequent analysis of the post-Suharto regulatory efforts to address sustainability. The chapter includes three substantial case studies examining how the central government’s mandatory sustainability for State Owned Enterprises has fared.

As the fastest growing economy in the world, India is uniquely placed to deliver on its commitments to inclusive and sustainable development and ensuring the balance among its three pillars – economic, social and environmental. Since partnerships by companies are expected in this endeavour, a need for companies to consider long-term corporate sustainability arises. In this respect, the chapter covers issues relating to corporate India’s willingness and capacity for such participation, including whether the business environment is facilitative for such participation and whether the experience to date provides reason for optimism. As there are conflicting policy objectives, it becomes imperative to take account of the governance mechanisms that affect corporate sustainability in India and highlight the seemingly unconnected issues that underpin the business environment. The chapter discusses current business practices and impacts of business operations, as well as recent legal and regulatory reforms impacting corporate sustainability.

The board has a crucial role in determining the strategy and the direction of the corporation. However, currently the function of the corporate board is constrained through the social norm of shareholder primacy, reinforced through the intermediary structures of capital markets. This chapter argues that a reform of EU corporate law is key to integrating sustainability into mainstream corporate governance, into the core duties of the corporate board, to change corporations from within. While previous attempts at harmonising core corporate law at the EU level have failed, there are now three drivers for reform that may facilitate a change: the EU’s Sustainable Finance Initiative, which concentrates mainly on the environmental aspects of sustainability; the push to introduce legal requirements for due diligence on human rights; and experimentation by some national legislators within the EU with reforms of their own.

In market economies, sustainability goals can be achieved if sustainable behaviour creates benefits for corporations. Market partners may have preferences for sustainability so that their decisions to buy products, make investments or choose workplaces depend on the good behaviour of corporations, namely on their social, ethical and ecological track record. However, it is difficult for stakeholders to measure sustainable corporate behaviour. Certification schemes can help to overcome this information asymmetry. If designed properly they provide a means for sustainable companies to signal their good behaviour to the market. Such signals make it easier for market actors to differentiate when making their respective market choices. While certificates for products are widespread and thoroughly researched, certificates for good companies have not yet drawn much academic attention, even though various certification schemes have evolved in different jurisdictions. This chapter compares these different certification schemes and analyses them from a regulatory perspective.

This chapter shows that the UK relies on information disclosure and market forces to steer companies towards greater sustainability, leaving company law and corporate governance largely free to focus on shareholder value. It traces the twentieth century regulatory and policy changes which reoriented the UK’s system from managerialist to shareholder-centric, before analysing the 2006 reforms, which are supposed to promote ‘enlightened shareholder value’ through directors’ duties and disclosure. Finally, the chapter considers recent developments that attempt to use information disclosure to promote a long-term approach, including giving shareholders stewardship responsibilities and a ‘say on pay’, making changes to takeover regulation, and requiring companies to make disclosures in relation to modern slavery. None of these recent measures have been successful, and the chapter concludes that far-reaching reforms to corporate governance are urgently needed.

This chapter argues that the legal architecture of the company obfuscates the political relationship between shareholders and employees and transforms captured value from employees into a transferable and fungible property form. It sets out this claim within a Marxian analysis of the political economy mapped onto the legal architecture of the company. Following on from this analysis, the chapter also demonstrates that recent initiatives that exhort shareholders to govern the company and to monitor company executives – through, for example, the rapidly proliferating Stewardship Codes – attempt to subvert the legal and economic nature of modern shareholders as rentiers, to ill effect.

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.