{"title":"Editorial: Loyalty Shares and Loyalty Voting","authors":"Christoph van der Elst","doi":"10.54648/eucl2024005","DOIUrl":"https://doi.org/10.54648/eucl2024005","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2024-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"140767412","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
On 26 October 2023, the Elverding Conference on Enhancing sustainable business and corporate regulation in the EU took place at the Maastricht University Faculty of Law. The conference was organized to discuss the company law-related efforts aiming to address the significant sustainability challenges that Europe is facing. The first session examined effective and sustainable approaches to active ownership. In it, Prof. Cools shared her perspectives on whether shareholder activism can be a driver of sustainability, and Prof. Bauer built upon this topic by discussing various strategies of active ownership and their impact on sustainability. The second session focused on the alignment between directors' duties and the social role of corporations. Prof. Davies explained why a change of corporate purpose, as advocated by Mayer in Prosperity, would not be enough to change the nature of doing business. Prof. Winter then followed up with his presentation emphasizing the urgent need to address societal problems through channels other than just government regulation. The third and last session invited representatives from companies, the investor community, and civil society to discuss sustainable business practices. This report provides an overview of the discussions held during the first two sessions of the conference, highlighting the main arguments presented by the speakers and their relevance to the ongoing discourse on sustainable company law. sustainability, ESG, shareholder activism, active ownership, corporate purpose, sustainable business, Green Deal
{"title":"Article: Report on Elverding Conference 2023 on Enhancing Sustainable Business and Corporate Regulation in the EU","authors":"Lucia Jeremiašová, Constantijn van Aartsen","doi":"10.54648/eucl2024006","DOIUrl":"https://doi.org/10.54648/eucl2024006","url":null,"abstract":"On 26 October 2023, the Elverding Conference on Enhancing sustainable business and corporate regulation in the EU took place at the Maastricht University Faculty of Law. The conference was organized to discuss the company law-related efforts aiming to address the significant sustainability challenges that Europe is facing. The first session examined effective and sustainable approaches to active ownership. In it, Prof. Cools shared her perspectives on whether shareholder activism can be a driver of sustainability, and Prof. Bauer built upon this topic by discussing various strategies of active ownership and their impact on sustainability. The second session focused on the alignment between directors' duties and the social role of corporations. Prof. Davies explained why a change of corporate purpose, as advocated by Mayer in Prosperity, would not be enough to change the nature of doing business. Prof. Winter then followed up with his presentation emphasizing the urgent need to address societal problems through channels other than just government regulation. The third and last session invited representatives from companies, the investor community, and civil society to discuss sustainable business practices. This report provides an overview of the discussions held during the first two sessions of the conference, highlighting the main arguments presented by the speakers and their relevance to the ongoing discourse on sustainable company law.\u0000sustainability, ESG, shareholder activism, active ownership, corporate purpose, sustainable business, Green Deal","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2024-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"140796257","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
As investors increasingly take into account environmental, social and governance (ESG) aspects of their investments, sustainability has certainly been making its mark on listed companies and the capital markets more generally. Considering their scope of application, recent sustainability legislation is likely to further the importance of sustainability for listed companies and the capital markets more generally. The Corporate Sustainability Reporting Directive (CSRD) is the directive with probably the most impact. This publication discusses the potential impact of the CSRD on companies (to be) listed on a regulated market as well as certain other sustainability considerations for listed companies. Sustainability, ESG, CSRD, CSDDD, sustainability reporting, inside information, gender diversity, prospectus disclosure, listed companies, SME growth markets
{"title":"The Potential Impact of the CSRD and Other Sustainability Legislation on Listed Companies","authors":"M.A.B. Baks","doi":"10.54648/eucl2024003","DOIUrl":"https://doi.org/10.54648/eucl2024003","url":null,"abstract":"As investors increasingly take into account environmental, social and governance (ESG) aspects of their investments, sustainability has certainly been making its mark on listed companies and the capital markets more generally. Considering their scope of application, recent sustainability legislation is likely to further the importance of sustainability for listed companies and the capital markets more generally. The Corporate Sustainability Reporting Directive (CSRD) is the directive with probably the most impact. This publication discusses the potential impact of the CSRD on companies (to be) listed on a regulated market as well as certain other sustainability considerations for listed companies.\u0000Sustainability, ESG, CSRD, CSDDD, sustainability reporting, inside information, gender diversity, prospectus disclosure, listed companies, SME growth markets","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2024-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"140523395","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
The Netherlands and the United States (US) stand as strong allies, united by a robust commitment to democratic norms and market principles that anchor a more open, fair, and market-led global economy. Their prosperity has been founded on free trade and investments. However, with the evolving dynamics in global geoeconomics and geopolitics in recent years, both nations have introduced or enhanced their national security review mechanisms. Given their shared attributes, this article compares the review mechanisms of the two countries and explores whether the new Dutch national security review system will mirror the regime of the US or introduce distinct innovations. It also explores the reasons behind each nation’s different preferences regarding the balance between economy and security. Foreign Direct Investment, National Security, Economic Security, Investment Screening, the Netherlands, the United States, Comparative Research
{"title":"Tilted Balance to Security or Economy? A Comparative Study of National Security Review Mechanisms in the Netherlands and the United States","authors":"Harold Koster, Yao Yuan","doi":"10.54648/eucl2024002","DOIUrl":"https://doi.org/10.54648/eucl2024002","url":null,"abstract":"The Netherlands and the United States (US) stand as strong allies, united by a robust commitment to democratic norms and market principles that anchor a more open, fair, and market-led global economy. Their prosperity has been founded on free trade and investments. However, with the evolving dynamics in global geoeconomics and geopolitics in recent years, both nations have introduced or enhanced their national security review mechanisms. Given their shared attributes, this article compares the review mechanisms of the two countries and explores whether the new Dutch national security review system will mirror the regime of the US or introduce distinct innovations. It also explores the reasons behind each nation’s different preferences regarding the balance between economy and security.\u0000Foreign Direct Investment, National Security, Economic Security, Investment Screening, the Netherlands, the United States, Comparative Research","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2024-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"140523464","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"The CSDD, Oversight Liability and Risk Management Systems","authors":"Cees de Groot","doi":"10.54648/eucl2024001","DOIUrl":"https://doi.org/10.54648/eucl2024001","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2024-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"140518877","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Sustainable Decision Making and Directors Duties","authors":"Mieke Olaerts","doi":"10.54648/eucl2023017","DOIUrl":"https://doi.org/10.54648/eucl2023017","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2023-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"135762244","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Book Review: A. Seretakis: Regulating Hedge Funds in the EU. Wolters Kluwer, 2022.","authors":"Mariia Domina","doi":"10.54648/eucl2023015","DOIUrl":"https://doi.org/10.54648/eucl2023015","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2023-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"135762236","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
In this article, the author addresses the development of the board observer in Dutch companies. The board observer is a relatively new phenomenon in the Dutch context (unlike Anglo-Saxon jurisdictions). In recent years, an increase has been noted in the Netherlands in the use of board observers. Basically, the board observer is a person who, as an agent and on behalf of an investor (most of the time), attends and observes board meetings and therefore receives a significant amount of information that is useful for the investor to stay up to date about the financial and operational health of the portfolio company. The author describes the motives to make use of an observer, both from the perspective of the investor and the (board of the) company. Also, the position of a board observer within the corporate governance of the company is discussed, as well as issues of confidentiality. Finally, the author addresses different authorities that can be granted to the board observer. For lawyers and other legal practitioners, it might be useful to advocate for detailed, contractual arrangements, since the board observer has no legal basis in Dutch law. Board observer, corporate governance, Johannesburg Stock Exchange, investors, information rights, confidentiality, authorities, contracts, private equity, venture capital, advisory rights
{"title":"The Development of the Board Observer in Dutch Companies","authors":"Wilbert Peters","doi":"10.54648/eucl2023016","DOIUrl":"https://doi.org/10.54648/eucl2023016","url":null,"abstract":"In this article, the author addresses the development of the board observer in Dutch companies. The board observer is a relatively new phenomenon in the Dutch context (unlike Anglo-Saxon jurisdictions). In recent years, an increase has been noted in the Netherlands in the use of board observers. Basically, the board observer is a person who, as an agent and on behalf of an investor (most of the time), attends and observes board meetings and therefore receives a significant amount of information that is useful for the investor to stay up to date about the financial and operational health of the portfolio company. The author describes the motives to make use of an observer, both from the perspective of the investor and the (board of the) company. Also, the position of a board observer within the corporate governance of the company is discussed, as well as issues of confidentiality. Finally, the author addresses different authorities that can be granted to the board observer. For lawyers and other legal practitioners, it might be useful to advocate for detailed, contractual arrangements, since the board observer has no legal basis in Dutch law. Board observer, corporate governance, Johannesburg Stock Exchange, investors, information rights, confidentiality, authorities, contracts, private equity, venture capital, advisory rights","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2023-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"135762238","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
The recently enacted Corporate Sustainability Reporting Directive is a cornerstone of the European Union’s policy to achieve a sustainable economy, environment, and society. Under this Directive, companies are required to disclose a substantial amount of information on the impact of climate change and global warming, including sustainability matters relating to the company’s activity and information on the impact of the company activity on the environment and people. Nevertheless, the practical implementation of these sustainability-related disclosure obligations will encounter significant obstacles, most notably the wide scope of reporting. In particular, the reporting company bears the burden of disclosing material information on impacts, risks and opportunities connected to not only its own operations but also the operations of its direct and indirect business relationships in the upstream and downstream value chain. Such disclosure is expected to involve information produced by different, often distant sources, making information gathering efforts very difficult and endangering the quality of the information disclosed. In this reporting process, the company is even expected to engage with its stakeholders across its value chain. This article offers insights into these challenges and sheds light on the role that Blockchain technology may play in improving data quality and management in businesses that operate global, multilayer supply chains. corporate sustainability reporting, materiality, information disclosure, supply chain management, Blockchain
{"title":"Corporate Sustainability Reporting and Blockchain","authors":"Alexandros Seretakis, Félix E. Mezzanotte","doi":"10.54648/eucl2023018","DOIUrl":"https://doi.org/10.54648/eucl2023018","url":null,"abstract":"The recently enacted Corporate Sustainability Reporting Directive is a cornerstone of the European Union’s policy to achieve a sustainable economy, environment, and society. Under this Directive, companies are required to disclose a substantial amount of information on the impact of climate change and global warming, including sustainability matters relating to the company’s activity and information on the impact of the company activity on the environment and people. Nevertheless, the practical implementation of these sustainability-related disclosure obligations will encounter significant obstacles, most notably the wide scope of reporting. In particular, the reporting company bears the burden of disclosing material information on impacts, risks and opportunities connected to not only its own operations but also the operations of its direct and indirect business relationships in the upstream and downstream value chain. Such disclosure is expected to involve information produced by different, often distant sources, making information gathering efforts very difficult and endangering the quality of the information disclosed. In this reporting process, the company is even expected to engage with its stakeholders across its value chain. This article offers insights into these challenges and sheds light on the role that Blockchain technology may play in improving data quality and management in businesses that operate global, multilayer supply chains. corporate sustainability reporting, materiality, information disclosure, supply chain management, Blockchain","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2023-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"135762571","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Editorial: Editorial European Company Law June 2023","authors":"Bastiaan Kemp","doi":"10.54648/eucl2023014","DOIUrl":"https://doi.org/10.54648/eucl2023014","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2023-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"44099006","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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