Rivista del Diritto Commerciale e del diritto generale delle Obbligazioni

Abstract: The debate on corporate governance of business companies and the discussions on the concept of corporate purpose intensified. Looking at the role of law in ensuring that businesses profit from creating benefits and not from creating detriments, it is worth distinguishing between interventions designed to incentivize the former (e.g., mandatory rules on sustainability disclosure, or new dual-purpose companies) and disincentivize the latter (tort, or recent supply chain due diligence laws). Nevertheless, the existence of a grey area for activities that do not materialise in tort, or the violation of other mandatory rules cannot be denied and is probably where the reconceptualization of fiduciary duties can mediate. New legal trends in these areas are mapped with a special focus on the European context and some comparative law considerations with respect to the UK and the US. Finally, a suggestion for the future of European harmonization on dual-purpose companies will be offered.  

Sommario: 1. From shareholder primacy to sustainable corporate governance? – 2. Developments on directors’ duties. – 3. New dual-purpose company legal forms. – 4. The European Union Landscape. – 5. From disclosure to the EU Corporate Sustainability Due Diligence Directive. – 6. The future of European harmonization: a possible new uniform or harmonized model for dual-purpose companies.  

Keywords: Sustainable corporate governance — Purpose-driven companies — Fiduciary duties — Dual-purpose companies — Sustainability reporting — Supply chain due diligence.