Einde inhoudsopgave
Towards Social and Ecological Corporate Governance (IVOR nr. 132) 2024/179
179 Summarizing the propositions of each perspective.
mr. R.A.G. Heesakkers, datum 23-12-2023
- Datum
23-12-2023
- Auteur
mr. R.A.G. Heesakkers
- JCDI
JCDI:ADS944800:1
- Vakgebied(en)
Ondernemingsrecht (V)
Voetnoten
Voetnoten
See section 3.3.2, nr. 69-73, for more information about the articulation of these questions.
See section 3.2.1, nr. 50-51, above.
See section 3.2.2, nr. 54-56, above for the partnership perspective; section 3.2.3, nr. 57-59, above for the institutional perspective; and section 3.2.4, nr. 60-63, above for the ecosystem perspective.
See Figure 21 in section 7.2.2, nr. 181, below for all propositions of the partnership perspective; Figure 22 in section 7.2.3, nr. 184, below for all propositions of the institutional perspective; and Figure 23 in section 7.2.4, nr. 187, below for all propositions of the ecosystem perspective.
See particularly De Jongh 2014 for a detailed analysis of the specific historical development of Dutch corporate law, including the influence of international theories.
One of the key theses of my analysis is that the inclusion of social and ecological interests in corporate governance requires further development of the dominant theoretical perspectives in Dutch corporate law. In my view, the issues raised by calls for corporate legal reform challenge key assumptions regarding the nature of the corporation in relation to its social and ecological environment. In order to discuss and overcome these challenges, I articulated six fundamental questions raised by the inclusion of social and ecological interests in corporate governance (see Figure 10 above for an overview).1 These questions revolve around the perceived relationship between the corporation and its environment, the boundaries of corporate governance, and the legitimacy and accountability of the board for interfering in its environment.
In order to judge the potential avenues for reform, I proposed to discuss these fundamental questions from three dominant perspectives in Dutch corporate legal theory. These three theoretical perspectives view the corporation as either a contractual partnership between market actors, a legal institution constituted by binding legal rules, or a factual ecosystem embedded in its environment.2 To that end, I outlined a preliminary definition of each perspective in chapter 3 based on insights and suggestions made in corporate legal literature.3 This preliminary definition functioned as a baseline for the theory development in chapters 4-6, in which I considered, in more detail, relevant theories offered across other academic disciplines in relation to each of the perspectives. This resulted in a series of propositions from each perspective in relation to the questions raised by the inclusion of social and ecological interests in corporate governance.4 In this theory development, I have mainly focused on international literature and theories in an attempt to align this research with the international nature of the debate on reform of corporate governance and its influence on Dutch corporate law. This may at times have come at the expense of a more in-depth discussion of the unique historical development of similar theories in Dutch corporate law.5
Building on that theory development, I will now revisit the general definition of each perspective in corporate legal literature and extend it to include these newly developed propositions. The definitions offered here are meant as reflective summary statements of the general position offered by each perspective in relation to the inclusion of social and ecological interests in corporate governance. These reflective summaries serve as preparation for the discussion of solutions for the specific issues identified in Dutch corporate law. An overview of the propositions developed in chapters 4-6 is added to each summary statement.