No one doubts any longer that sustainable development is a normative
imperative. Yet there is unmistakably a great reluctance to acknowledge any
legal basis upon which companies are obliged to forgo ‘shareholder value’ when
such a policy clearly dilutes responsibility for company action in the face of
continuing environmental degradation.
Here is a book that boldly says: ‘Shareholder primacy’ is wrong. Such a
narrow, short-term focus, the author shows, works against the achievement of
the overarching societal goals of European law itself. The core role of EU
company and securities law is to promote economic development, notably through
the facilitation of market integration, while its contributory role is to
further sustainable development through facilitation of the integration of
economic and social development and environmental protection. There is a clear
legal basis in European law to overturn the poorly substantiated theory of a
‘market for corporate control’ as a theoretical and ideological basis when
enacting company law.
With rigorous and persuasive research and analysis, this book demonstrates
that:
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European companies should have legal obligations beyond the maximization of
profit for shareholders;
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human and environmental interests may and should be engaged with in the realm
of company law; and
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company law has a crucial role in furthering sustainable development.
As a test case, the author offers an in-depth analysis of the Takeover
Directive, showing that it neither promotes economic development nor furthers
the integration of the economic, social and environmental interests that the
principle of sustainable development requires.
This book goes to the very core of the ongoing debate on the function and
future of European company law. Surprisingly, it does not make an argument in
favour of changing EU law, but shows that we can take a great leap forward
from where we are. For this powerful insight – and the innumerable
recognitions that support it – this book is a timely and exciting new resource
for lawyers and academics in ‘both camps’: those on the activist side of the
issue, and those with company or official policymaking responsibilities.
Preface.
Part I. What, Why and How.
1. Companies, Society and the Environment.
Part II. Values
and Fundamentals. 2. Introducing the Discussion of Values and
Fundamentals. 3. The Nature of the Company. 4. The Involved
Parties and Affected Interests. 5. The Purpose of the Company. 6.
The Purpose of Company and Securities Law. 7. The Nature of Takeovers.
Part III. Values and Legislative
Objectives. 8. Introducing the Analysis of the Legislative Objectives.
9. The Objectives of EU Company and Securities Law. 10. The General
Objectives of EU Law. 11. Back to EU Company and Securities Law.
Part IV. The Analytical Tool. 12.
Developing an Analytical Structure. 13. From Agency Theory to a New
Structure. Part V. Test Case: The Takeover
Directive. 14. Overview of the Takeover Directive. 15. Values,
Objectives and the Takeover Directive 16. The Takeover Directive and
the Target Company 17. The Takeover Directive and the Shareholders
18. The Takeover Directive and the Global Community Interest 19.
Concluding the Evaluation
Part
VI. Bringing it all together. 20. Companies, Society and the Environment
Bibliography Table of Cases ( in Alphabetical Order ), Table of Cases ( in
Numerical Order ), Table of Community Legislation ( in Numerical Order ),
Table of High-Level Policy Documents, Table of International and National Law,
Table of Codes and Guidelines, Index