Sustainability in EU Company Law - Towards a New Legal Form?

The current urge of society for more sustainability in business and financing has reached Company Law. No longer does shareholder-value-thinking dominate business and academia, but other corporate stakeholders´ interests are taken into account by national and European legislators. The EU has introduced discussions and partly already measures of compliance, corporate social responsibility and the extension of financial reporting to nonfinancial aims. Up to now, mandatory rules are largely missing. So is the idea of a new corporate form, especially designed to promote sustainable entrepreneurship, as it has proven quite successful in the USA, where numerous federal states have introduced the so called “benefit corporation”. It shall be demonstrated that a particular legal form for companies that do not follow the shareholder primacy ideology could be a valuable tool to develop a more sustainable Company Law on a European level as well. Doubtless, the design of shareholders´ duties in such a legal form will be a central matter.

We also discuss another aspect: With respect to the development of new legal forms in EU Company law, the Commission has often favoured a piecemeal approach, proposing forms that combine European provisions with national ones, creating “hybrid” companies that depend on two different legal systems (SE, SUP-proposal). If a legal type for sustainable entrepreneurship in the EU is to succeed, should the Commission work more sustainably, too, and concentrate on the development of a genuine European statute?