From the Monsanto scandal to the Wirecard case, there are numerous examples demonstrating that the system by which companies are governed today has significant weaknesses. These weaknesses contribute to fueling the multiple crises facing our societies (ecological, social, economic, financial, political). The time has therefore come to reconsider the ways in which the human, societal, and environmental impacts of companies are regulated.
The debate on corporate governance is, moreover, experiencing a resurgence, as evidenced, among other things, by the European Commission’s current work on sustainable corporate governance. The recognition of environmental crises and the need for a coordinated response from European stakeholders has led the Commission to launch a broad consultation process on whether to reform corporate governance to address the ecological crisis, particularly its climate-related aspects. The initial findings from this consultation process, however, reveal a deep disagreement over whether to reform the rules governing corporate operations to achieve environmental objectives. Aude-Solveig Epstein, co-organizer of the Workshops, observes that “ the academic community is divided on whether to use corporate law as a lever for ecological reforms.” Some believe that corporate actors should not be required to go beyond compliance with existing environmental regulations. From this perspective, the ecological transition could lead to stricter environmental regulations, but it would be unlikely to impact the actors and decision-making procedures within the company. There would therefore be no need to alter the structure of incentives that currently drives executives of large corporations to view shareholder satisfaction—as reflected in stock prices—as the guiding principle of their management. For others, it is both possible and necessary to challenge the priority given to shareholders’ financial interests among the issues to be considered when making strategic decisions. The reasons are varied. One of them is that national environmental regulations are generally insufficient to address the ecological emergency; not only in developing countries where a great deal of industrial activity has been offshored, but even in developed countries where the effectiveness of environmental legislation is undermined by numerous exemptions and tolerated non-compliance. 
In doing so, two classic questions from debates on corporate governance are raised once again.

• On the one hand, in whose best interest should corporate leaders make decisions regarding the allocation of the company’s profits (once regulatory requirements have been met)?

• On the other hand, is it possible and desirable to make a clear distinction between, on the one hand, the laws governing business and markets and, on the other hand, the regulations governing environmental externalities and distributional issues arising from the operation of businesses and markets?

These issues are longstanding, but the ecological crisis—and in particular the climate crisis—which the European Commission has placed at the center of its current work, tends to sow the seeds for a reframing of the discussion, in ways that remain to be assessed. Aude-Solveig Epstein notes: “ The ecological crisis is fueling a resurgence of numerous proposals to overhaul corporate governance that have been advocated for a century in the name of other objectives. Today, for example, proponents of shareholder primacy justify their calls for strengthening shareholder power on the grounds that it is in investors’ well-understood financial interest to be ‘socially responsible.’ Similarly, arguments in favor of strengthening workers’ power or democratizing giant corporations are increasingly invoking the urgency of the ecological crisis. But does the ecological crisis call for the same remedies as the social crisis or the democratic crisis?”

While giving prominence to current issues, the Workshops on Sustainable Corporate Governance will place them within their historical context and attempt to project them into the future.

The objectives will fall into four categories:

1. Enrich the debate on corporate governance by drawing on expertise in regulations sometimes described as “external,” as they focus on addressing negative externalities and distributional issues, particularly tax law, labor law, and environmental law.
2. Laying the groundwork for a general theory of sustainable corporate governance.
3. Contribute to international discussions on progressive corporate law.
4. Promote interdisciplinary dialogue on corporate governance.

March 4, 2021: Workshop 1 – Introductory Workshop

The notion that the sole purpose of corporate leaders is to enrich shareholders—a view that came to dominate the understanding of the role of large commercial corporations beginning in the 1980s—is now under fire. Various laws have already been enacted around the world to move beyond this model, and others may follow, particularly at the European Union level. This workshop will provide an opportunity to review this proliferation of initiatives, assess them critically, and identify the most promising paths for reform.

Speakers(in alphabetical order):
Odile de Brosses, Director of Legal Affairs at the French Association of Private Companies
Irina Parachkévova-Racine, Professor of Private Law at the University of Nice, Member of GREDEG
Isabelle Schömann, Confederal Secretary at the European Trade Union Confederation, and labor law specialist
Marie Toussaint, Member of the European Parliament (EELV), environmental law specialist, and co-founder of the association Notre Affaire à Tous.

March 29, 2021: Workshop 2 – The History of the Debate on Corporate Governance

Corporate governance refers less to a single, unambiguous concept than to a debate over the purpose of the corporation and the allocation of decision-making authority regarding the use of its resources. To understand the current debate and anticipate its outcome, it is therefore essential to keep in mind the history of these debates on corporate governance, as they have been recounted over the centuries. This workshop will thus aim to identify the range of theses and arguments employed over the centuries to justify or, conversely, to criticize the dominant governance model. It will also shed light on the context that led a particular thesis to prevail over others depending on the circumstances of time and place.

Speakers:
Pauline Abadie, Associate Professor of Private Law at Paris-Sud University, Member of IDEP
Juliette Camy, Ph.D. candidate in private law at Paris Nanterre University, Member of CEJEC
Véronique Magnier, Professor of Private Law at Paris-Sud University, Director of IDEP
Antoine Rebérioux, Professor of Economics at the University of Paris, Member of LADYSS, Research Associate at CREDDI/LEAD

April 15, 2021: Workshop 3 – The Legal Structure of a Sustainable Business

In recent years, various initiatives have emerged aimed at ensuring that certain companies remain committed to sustainable development, through the creation of new legal structures and/or the inclusion of safeguards in their articles of incorporation (status as a social and solidarity economy enterprise, “B-corporations,” mission-driven companies, flexible-purpose corporations, corporate purpose, etc.). Does this imply that a traditional for-profit company cannot be sustainable? Conversely, are these new companies—which, to use a common expression, have embedded sustainability at the core of their “DNA”—inevitably destined for social and ecological excellence?

Speakers
Hubert Bosse-Platière, Professor of Private Law at the University of Burgundy, Member of CREDESPO
Isabelle Doussan, Research Director at INRA, University of the French Riviera, Member of GREDEG
Kevin Levillain, Lecturer and Researcher, Chair of Business Theory, CGS, MINES ParisTech, PSL University
Bertrand Valiorgue, Professor of Strategy and Corporate Governance at IAE Clermont Auvergne.

April 22, 2021: Workshop 4 – Sustainable Corporate Governance: A Primarily Democratic Issue?

It is now common to speak of “corporate social responsibility” without distinguishing between the nature or size of the organizations in question. By this measure, sustainable corporate governance should become the goal for all organizations, whether they are small businesses, neighborhood associations, public institutions, or large transnational corporations. However, another perspective is possible: one that views sustainable corporate governance as a goal specific to large organizations—whether public or private—which, through their social capacity for action, individually possess the power to bring about change in practices on a collective scale. This workshop aims to explore this issue and its implications for the law, both as it is written and as it is taught.

Speakers
Manon Aubry, Member of the European Parliament, France Insoumise, Co-Chair of the European United Left (GUE-NGL)
Aurore Chaigneau, Professor of Private Law, University of Paris Nanterre, Member of CEJEC
Isabelle Ferreras, Professor of Sociology at UC Louvain, Senior Researcher at the F.N.R.S. and Researcher at CriDIS (Center for Interdisciplinary Research on Democracy, Institutions, and Subjectivity)
Jean-Philippe Robé, International attorney admitted to the Paris and New York bars, Lecturer at the Sciences Po Law School

May 11, 2021: Workshop 5 – What does the future hold for the separation of corporate governance law and environmental regulation?

Corporate governance is commonly presented as an issue that naturally falls within the realm of business law, and more specifically, corporate law. Under the influence of agency theory, the view has taken hold that corporate governance is primarily the concern of executives, shareholders, and statutory auditors. However, environmental law provides for a multitude of mechanisms and institutions designed to influence or control the decisions of commercial companies, and these rely heavily on the involvement of non-state actors (NGOs, local residents, etc.). Moreover, to describe this opening of environmental regulation to the participation of associations and citizens, it is common to speak of “environmental governance.” The time has therefore come to consider whether it is appropriate to view certain environmental regulations as levers of corporate governance. What would be gained—or, conversely, lost—by approaching corporate governance from a cross-cutting perspective, incorporating into the analysis the standards and traditional actors of both corporate law and environmental law?

Speakers:
Jennifer Bardy, Associate Professor of Private Law at the Université Côte d’Azur, Member of GREDEG
Marie-Pierre Blin – Franchomme, Associate Professor of Private Law at the University of Toulouse 1 Capitole, Member of the CDA
Aurélie Tomadini, Associate Professor of Public Law at the University of Burgundy, Member of CREDESPO

June 1, 2021: Workshop 6 – The Greening of Corporate Governance: A Repeat of Previous Debates or a Prelude to a Reassessment of the Issue and Its Implications?

Publications on the greening of corporate governance are becoming increasingly numerous. While the concept is new, the arguments and proposals put forward amount more to a “recycling” of ambitions previously articulated in different terms—whether the goal is to boost a company’s economic performance, improve workplace well-being, or democratize the corporation. To the point where one begins to doubt the truly ecological nature of the reforms being advocated… Building on this initial impression, we will explore the possibility of identifying either a genuinely ecological program for reforming corporate governance or various models for greening corporate governance.

Speakers:
Jean-Luc Gaffard, Professor of Economics at the University of Nice Côte d’Azur, member of GREDEG
Gilles J. Martin, Professor Emeritus of Private Law at the University of Nice Côte d’Azur, member of GREDEG
Judith Rochfeld, Professor of Private Law at the University of Paris I Panthéon-Sorbonne, Member of the IRJS.

◦  Research centers: CEDCACE (University of Paris Nanterre) and CERDP (University of Nice Côte d’Azur)

◦  The Trans Europe Experts network of European legal professionals

◦  The media outlet: L’infodurable

Most of the papers presented at the Workshops have been published in the International Journal of Economic Law. To read the journal’s introduction, click here.