192 Need for rebalancing towards the ecosystem perspective.

The second general step I propose for legal reform in Dutch corporate law is a rebalancing towards the ecosystem perspective. Contemporary Dutch corporate law has been mainly influenced by the dynamic between the partnership and institutional perspectives. Although the institutional perspective remains the dominant perspective in Dutch corporate law, the partnership perspective has gained influence in past decades due to the dominance of economic theories from Anglo-American jurisdictions.1 Meanwhile, the current pressure on corporations to include social and ecological concerns in their governance seems to focus more on the operating enterprise of the corporation, suggesting a shift towards the ecosystem perspective.2

In my view, such a shift is merited due to the limited presence of broader environmental concerns in contemporary Dutch corporate law. While, for example, multiple articles of the Dutch Civil Code are devoted to organizing the financial structure of corporations, no explicit articles are devoted to regulating the embeddedness of corporations in their broader social and ecological environment. The current call for corporate legal reform seems to address this lacuna in Dutch corporate law by highlighting the societal embeddedness of corporations.3 The aim of this thesis has been to explore which opportunities for reform are possible within the three perspectives. As expected, the ecosystem perspective in particular offers valuable insights and opportunities for including the interdependent relationship between corporations and their environment in corporate governance. In the upcoming discussion of the specific issues that I identified in Dutch corporate law, I will therefore draw particularly upon the propositions offered by the ecosystem perspective.

That being said, I do want to emphasize again that in my view any successful corporate legal reform needs to account for all three perspectives. By shifting away from the partnership perspective towards the ecosystem perspective, proposals for legal reform mainly address the general imbalance in contemporary Dutch corporate law in favour of the partnership perspective and at the expense of the ecosystem perspective. By adding insights from the ecosystem perspective, Dutch corporate law is able to re-enact the vertical aspect of corporate governance by both grounding legal corporations in the specific factual circumstances of their operating enterprise while aligning their governance with the values and objectives of their larger environment. Meanwhile, the economic and political aspects of corporate governance remain vital for any proposal towards corporate legal reform. On top of embedding legal corporations in their environment, legal reform should acknowledge the nature of corporations as both drivers of economic value creation as well as legal institutions providing safety and order to its stakeholders. As expressed earlier, the institutional perspective particularly functions as a strong ground structure for reform, due to its bureaucratic features and existing dominance in contemporary Dutch corporate law.4 Meanwhile, the partnership perspective represents the contractual nature of corporations allowing for notions related to freedom of contract and negotiation of terms to remain part of the discussion about corporate legal reform.5 Although a general rebalancing towards the ecosystem perspective is required, I therefore argue that corporate legal reform should equally build on insights from the partnership and institutional perspectives. Consequently, I will consider the insights offered by all perspectives in relation to each issue in Dutch corporate law as a basis for formulating an integrated recommendation.