Articles - Sustainable Companies Project

Articles and book chapters from the Sustainable Companies project will be posted in the University of Oslo Faculty of Law Legal Studies Research Paper Series  on SSRN (subject to approval by the relevant journal or publisher), and included in the overview below, with link to the article on SSRN, where they normally are freely downloadable. Where the journal or publisher declines SSRN posting, the abstract will be posted.


European Company Law, Kluwer Law International, Special Issue on CSR and SRI, April 2014, volume 11, issue 2
Editors: Beate Sjåfjell, Tineke Lambooy and Jukka Mähönen


Editorial: Reforming Company Law for Sustainable Companies

In the discussion on making companies act more sustainable, one of the most neglected fields of law is company law. In the Sustainable Companies Research Project of Oslo University, researchers from 25 jurisdictions have explored which barriers and possibilities exist to utilize company law for creating sustainable companies. In the final conference, the researchers presented proposals for law reform. Several of these ideas have been captured in the short articles in this ECL issue. Lambooy summarizes the themes and explains how they interrelate.
Available at SSRN

Tineke Lambooy


Upgrading the Nordic Corporate Governance Model for Sustainable Companies

Business as usual is no longer an option. How can the competitive advantage be given to countries and their companies that wish to pursue sustainable profit? This article presents the core of a legal reform proposal in a Nordic context, introducing planetary boundaries as a company law concept, with a redefined purpose for companies and a corresponding reform of the duties of the Board
Available at SSRN

Beate Sjafjell & Jukka Mahonen


Reforming English Company Law to Promote Sustainable Companies

English company law already gives company directors scope to take account of sustainability in their decision-making, but corporate governance gives them strong incentives not to do so. This article argues that English company law should require directors to identify and internalise the company’s externalities and that corporate governance, which incentivises the pursuit of short-term shareholder value, must be reformed
Available at SSRN

Andrew Johnston


Disruptive Innovation and the Global Emergence of Hybrid Corporate Legal Structures

A ‘hybrid’ is a corporate entity that embodies legal features which empower businesses to pursue dual economic and social mandates. This article explores how the global development of hybrid corporations have the potential to foster disruptive innovations in the marketplace that, in combination with top-down regulatory reform, will contribute to an environment where sustainable companies become the norm
Available at SSRN

Carol Liao


Improving the Legal Environment for Social Entrepreneurship in Europe

In the light of the definition communicated by the European Commission concerning social entrepreneurship, this article discusses three corporate structures which were introduced to better support and enable social enterprises in Belgium, the UK and Greece. Drawing on inspiration from these national corporate laws, this article reflects on their innovative approaches regarding corporate purpose, corporate governance and accountability applicable to social enterprises
Available at SSRN

Tineke Lambooy & Aikaterini Argyrou


Stopping Jurisdictional Arbitrage by Multinational Companies: A National Solution?

In Albania there is a company group system allowing all of the subsidiaries and the parent company to be sued by creditors. A ‘Control Group’ is defined as where ‘one company regularly behaves and acts subject to the directions or instructions of another company’ without a shareholder relationship between the companies. If other jurisdictions could follow it would allow more transparency and accountability for multinational Companies
Available at SSRN

Janet Dine


Comprehensive Management and Financial and Extra-financial Risk Control to Overcome the Business Crisis

The crisis is an opportunity for a change in the management models, which may contribute a greater efficiency and effectiveness of political strategies and processes in organisations. Taking into account every risk holistically and seeking a sustainable management, this article explores how an organization may include financial and extra-financial variables in the risk management in order to create sustainable value over the long term
Available at SSRN

Maria Angeles Fernandez-Izquierdo, Maria Jesus Munoz-Torres & Idoya Ferrero-Ferrero


Due Diligence: A Compliance Standard for Responsible European Companies

After decades of debate, new global norms are emerging in the field of human rights that clearly define a company’s social responsibility. The UN and the OECD have adopted these new standards which impose a due diligence duty on companies to avoid human rights abuses related to the corporate activities. But how well do the new standards fit with existing European law and policy governing responsible business? The paper examines some recent comparative law research, including topical legislation recently proposed in France
Available at SSRN

Mark B. Taylor


Sustainable Companies through Enlightened Boards: Combining Private and Public Interest in the Decision-Making of Large Public Firms

This article is centred on the proposal of a new institutional structure for board of directors of large public firms. The proposal is envisaged as an ex ante means to address problems of decision-making within corporations whose activities impact on a wider range of societal constituencies and pose issues of sustainability for society at large. The proposed structure aims at recalibrating boards’ functions in light of more socially inclusive and sustainable goals
Available at SSRN

Vincenzo Bavoso


Operationalizing Sustainability in Company Law Reform through a Labour-Centred Approach: A UK Perspective

As companies with global operations adopt increasingly more innovative forms of organisation this paper assesses how this affects company law reform designed to enhance sustainability. Utilising a labour orientated interpretation of Coase’s transaction costs theory it argues that companies adopt forms which best extract value from labour. The paper therefore suggests that improved labour governance initiatives would help resist companies’ ability to side- step reform
Available at SSRN.

Lorraine Talbot


How Might Network Governance Found in Nature Protect Nature?

A compelling incentive for firms to protect the environment is created by executive remuneration and tenure being based on Key Performance Indicators determined by environmentalist. This requires amending corporate constitutions to separate the power to manage the business from the power to govern the firm. Network governance, as used by nature, could then be introduced to make the connections to protect nature
Available at SSRN

Shann Turnbull


The EU’s Shareholder Empowerment Model in the Context of the Sustainable Companies Agenda

This article examines the current EU company law policy promoting shareholder engagement in the context of the Sustainable Companies Agenda. It suggests that affording greater power to shareholders and encouraging greater engagement may not advance the Agenda unless shareholders anticipate a direct personal financial benefit. The article also raises the possibility that such a policy could impede progress by the adoption by shareholders of a short-termist approach to the company’s operations
Available at SSRN

Blanaid Clarke


Investing in Sustainability: Reform Proposals for the Ethics Guidelines of the Norwegian Sovereign Wealth Fund

The Norwegian Government Pension Fund Global (GPFG), the largest sovereign wealth fund in the world and thus arguably one of the most influential investors in the marketplace, is at the forefront of responsible investing. This article examines reform proposals that have been suggested by a government appointed body mandated to assess the GPFG’s work on responsible investment and suggests additional reforms to enhance its effectiveness as a responsible investor.
Available at SSRN

Anita M. Halvorssen & Cody D. Eldredge


Sustainable Stock Indices as a Way of Promoting Sustainable Development Principles: Empirical Analysis of the Warsaw Stock Exchange RESPECT Index

The article focuses on Warsaw Stock Exchange RESPECT index – the first sustainable index in Central and Eastern Europe. First part briefly presents the idea of sustainable indices worldwide, the second part analyses the construction of RESPECT whereas the third part presents the results of statistical analysis regarding stock returns and share volume of companies included in the index
Available at SSRN

Tomasz Regucki


Integrated Reporting for Sustainable Companies: What to Encourage and What to Avoid

This article explains the concept of integrated reporting as a sustainable development mechanism. It warns against capture by market actors and urges greater involvement of stakeholders, NGOs and civil society in the development of the framework for integrated reporting. A system of assurance is also required.
Available at SSRN

Charlotte Villiers


Regulating Accounting for Sustainable Companies: Some Considerations on the Forthcoming EU Directive

On April 2013 the EU Commission published its much anticipated proposal for a new Directive on ‘non-financial reporting’. The article suggests that the framework used by the Commission is rather weak and improvements are proposed. It maintains that national sustainability codes could be developed and the attention should shift to regulate large institutional investors’ Reporting
Available at SSRN

David Monciardini


Introducing Environmental Auditing at the Closure of Business in China

Conventional solutions do not require many changes in the law and work to some extent. They do not solve the problem all by itself, however. That is why we still need to gauge our laws in general against the sustainable development requirements and also be prepared to make necessary radical changes
Available at SSRN

Jianbo Lou


Better Accounting for Corporate Shareholding and Environmental Protection

This article purports to better represent and control the relationship between shareholding and the business firm, by balancing shareholding rights and obligations with other stakeholders’ interests and the general interest. On this basis, EU accounting for environmental liability provisioning is improved through capitalization and securitization of nominal estimates of future expenditure to cover environmental future costs which are voluntary or compulsory incurred
Available at SSRN

Yuri Biondi


Energy Subsidy Reporting: Its Creation and Enforcement through International Financial Reporting Standards (IFRS)

This article proposes that the International Accounting Standards Board introduce a new International Financial Reporting Standard (IFRS) to require energy companies to disclose subsidies received by the energy sector. The effect could be transformative among energy sources, and permit the development of a more equitable and informed subsidy system. Low carbon energy technology companies would stand to gain significantly from a redistribution of energy subsidies
Available at SSRN

Raphael James Heffron


Regulating Third Party Assurance Engagements on Sustainability Reports: Insights from the Swedish Case

It is a well-institutionalised notion that information subjected to assurance (audit) by third parties contributes to better quality information for decision making. In the field of sustainability reporting, who are providing assurance and how is quality regulated? What are the challenges of regulating sustainability assurance through standards? What role can hard law play to strengthen reporting and assurance as tools to support sustainable companies?
Available at SSRN

Amanda Sonnerfeldt


Climate Change and Business Law in the United States: Using Procurement, Pay, and Policy Changes to Influence Corporate Behaviour

This article proposes that the US President bypass Congress, which has failed to implement climate change legislation, and enact executive orders to (1) use its power as the largest buyer of goods and services to strengthen green procurement standards and (2) add requirements of audited executive attestations and clawbacks of executive and board compensation for failure to adhere to certain sustainability standards for government Contractors
Available at SSRN

Marcia Narine



Sjåfjell, Beate and Anker-Sørensen, Linn, "Directors’ Duties and Corporate Social Responsibility (CSR)" (September 9, 2013). Forthcoming in Hanne Birkmose, Mette Neville & Karsten Engsig Sørensen (eds.), Boards of directors in European companies – reshaping and harmonising their organisation and duties, Kluwer Law International, 2013/2014 ; University of Oslo Faculty of Law, University of Oslo Faculty of Law Legal Studies Research Paper Series No. 2013-26. Available at SSRN.


Beate Sjåfjell, Regulating Companies as if the World Matters: Reflections from the ongoing Sustainable Companies project , 47 (2012) Wake Forest Law Review pp 113-134

Dine, Janet, Jurisdictional arbitrage by multinational companies: a national law solution?, Journal of Human Rights and the Environment, Vol. 3 No. 1, March 2012, pp. 44–69.

European Company Law, Kluwer Law International, Special Issue on CSR and SRI, 2012, volume 9, issue 2
Editors: Tineke Lambooy, Beate Sjåfjell and Mary Varner


European Company Law, Kluwer Law International, Special Issue on CSR, 2011, volume 8, issue 2-3
Editors: Beate Sjåfjell, Tineke Lambooy and Penny Simmers

International and Comparative Corporate Law Journal, Cameron May, Special Issues on Sustainable Companies, 2011, volume 8, issues 1 and 2
Editors: Beate Sjåfjell, Mads Andenas, Charlotte Villiers

Published July 12, 2012 2:00 PM - Last modified Dec. 26, 2014 9:49 AM