240 Leveraging corporate legal theory for legal reform.

The inclusion of social and ecological interests in corporate governance calls for corporate legal reform, raising the overarching question of how such reform should be achieved. In my earlier analysis of the legal position of the board, I identified twelve specific issues which in my view merit further discussion.1 Examples of these issues are the definition of durable success, the engagement of social and ecological stakeholders, or the specific responsibilities of the supervisory board. In previous chapters, I outlined a theoretical approach to overcome these issues, drawing upon theories and proposals by other authors resembling one of the three perspectives in Dutch corporate legal theory.2 In this theory development, I have mainly focused on international literature from multiple academic disciplines. Through this international focus, I have aimed to align this research with the international 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.

By reappraising these perspectives in relation to the inclusion of social and ecological interests in corporate governance, I have attempted to articulate relevant insights offered by each perspective for the purpose of legal reform.3 For the partnership perspective, such a reappraisal involves a shift from the narrow definition of shareholder-oriented corporate governance towards a broader contractual notion of the corporate partnership as being constituted by all strategic stakeholders of the corporation. In addition to extending the notion of a partnership, I argued that the commitment of these strategic stakeholders should be considered as being based on a variety of multi-dimensional terms beyond the one-dimensional metric of market price. Furthermore, I proposed to view the institutional perspective as the ground structure for any legal reform. Due to its focus on the legal constitution of the corporation, the institutional perspective is capable of accommodating binding legislative interventions from all perspectives in relation to the legal structure of corporate governance. I argued that such central role for the institutional perspective aligns with the ongoing developments in Dutch corporate law pursuant to the institutional view (institutionele opvatting) of the corporation as both a legal entity (vennootschap) and an operating enterprise (onderneming).4 Finally, I argued that the ecosystem perspective has particularly valuable insights to offer in relation to the embeddedness of modern corporations in larger social and ecological ecosystems. By drawing upon the complex systems theories developed in natural sciences and adopted in climate reports, the ecosystem perspective offers scientific methods and localized governance structures for including a systemic understanding of corporate embeddedness in corporate governance.

In my assessment, these three theoretical perspectives each highlight a separate fundamental aspect of corporate reality. While the partnership perspective mainly highlights the economic aspect of corporations as market actors in a competitive global market environment, the institutional perspective highlights the political aspect of corporations as members of a political community with public responsibilities. The ecosystem perspective in turn highlights the environmental aspect of corporations as being grounded in society and the natural environment while aspiring towards shared notions of the common good and the flourishing of all ecosystems. In order for corporate legal reform to be adequate and successful, I argue that the propositions of each perspective should be honoured and integrated in relation to the twelve issues identified in Dutch corporate law.5 In my view, such a synthesis of all three perspectives provides a comprehensive and integrated approach for reform towards a more social and ecological corporate governance.