Shareholder Primacy and Global Business

Dr. Lela Mélon is a Marie Curie Fellow at the University Pompeu Fabra – UPF, Spain.

Content

Acknowledgments

1. Corporations, shareholders and society: where do we start? *

2. The incompleteness of modern corporate laws *

2.1 Shareholder primacy as a legal rule – case of the UK *

2.2 Shareholder primacy in the U.S.: not a legal rule yet mandated by the market? Using Adam Smith’s Invisible Hand *

2.3 Shareholder primacy as a binding corporate law precedent? The U.S. and UK example *

2.3.1 Takeovers as a specific corporate situation – shareholders in the forefront *

2.3.2 The Myth Lives Nonetheless *

2.3.3 Corporate Right to Its Own Decisions *

2.3.4 US case law as pro- ‘traditional shareholder primacy’ *

2.3.5 The UK case law as pro- ‘traditional shareholder primacy’ *

2.4 Berle and Means and the shareholder primacy *

2.5 The Efficiency Arguments in Legal Academia *

2.5.1 Manne and Friedman: Old Premises, New Theory *

2.5.2 Friedman expanded and re-shaped *

2.5.3 Efficiency as the guaranteed outcome of shareholder primacy *

2.6 The penetration of the shareholder primacy in the EU corporate law system *

2.6.1 The End of History thesis and its pitfalls *

2.6.2 The EU and the shareholder-primacy: historical and conceptual perspective *

a) The EU harmonization task limited by stakeholder considerations *

b) The call of the globalised capital markets *

c) The CJEU and shareholder-value orientation *

d) The end result: the misfit of the EU company law and the shareholder value orientation *

2.6.3 The EU need of sustainable companies *

3. Future developments: how can corporate law contribute to sustainable development? The notion of ‘sustainable company’ *

3.1 Preliminary question: does corporate law matter for business development? *

3.2 The pressing need for sustainable and all-inclusive business framework *

3.3 The sphere of corporate influence *

3.4 Corporate Social Responsibility as a partial remedy *

3.4.1 The impact of CSR *

3.4.2 ‘Soft’ and diversified approach to CSR *

3.4.3 From the regulation for business to the regulation of business *

3.5 The obsoleteness of the EU CSR and the topicality of the EU sustainable company *

3.5.1 CSR 3.0: Sustainable Company and the EU Corporate Law *

3.5.2 The extension of the prisoner’s dilemma: The Mutual Assured Environmental Destruction Game *

3.5.3 The presence of EU’s first-mover advantage: time to act! *

3.5.4 A centipede game of irrational behaviour? *

3.6 Corporate law re-clothed: suggestions for EU legislative changes *

4. The EU’s competence for becoming global sustainability leader *

4.1 The existing possibilities for action under the EU corporate law framework *

4.2 Treaty provisions imposing consideration of sustainability on EU bodies *

4.2.1 EU competence and legal basis *

4.2.2 The substance of the EU regulatory action *

4.3 Embedding sustainability in EU corporate law framework *

4.4 Planned and existing EU instruments for furthering corporate sustainability policy *

4.4.1 The Non-Financial Reporting Directive *

4.4.2 ‘The Experiment’ and Example of Public Procurement Rules: EU leading by example *

4.5 The EU Prospects *

5. Conclusions *

6. Bibliography *

Book *

Contribution *

Court Decision *

Internet Document *

Journal Article *

Report or Gray Literature *

Statute or Regulation *

Miscellaneous *

Index