Shareholder Primacy and Global Business: Re-clothing the EU Corporate Law

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