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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.
As social enterprise has gained in profile, there has been a proliferation of new hybrid corporate forms that combine the pursuit of both profits and social objectives, and the creator of the popular benefit corporation is currently lobbying to introduce ‘benefit companies’ in Australia. While they are well-intended, this chapter queries whether these new structures are ultimately just a sideshow to distract from the failure to reform expectations surrounding traditional corporations, which are often wrongly presented as inadequate to support socially responsible business practices. Might the spread of hybrids inadvertently serve to ghettoise expectations for socially beneficial and sustainable corporate behaviour? This chapter briefly describes the new structures that have emerged. It then argues that directors’ duties owed to the traditional corporation do not preclude the consideration of other stakeholders and that the arguments in favour of the hybrids skew our understanding of the traditional corporation and obscure the need for socially responsible conduct on the part of traditional corporations. The chapter finally argues against adopting a hybrid form in Australia.
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