178 Theoretical approach to overcome legal issues.

In this chapter, I will return to those twelve issues in Dutch corporate law and provide specific recommendations for overcoming them. I contribute to the debate about these issues in three ways. First, I will describe how I think the two existing perspectives of the corporation as a partnership and an institution approach each issue. Second, I will add new insights to the debate by describing how I think the new perspective of the corporation as an ecosystem approaches each issue in a different yet complementary way. Third, I will suggest an integration of these three approaches into a single recommendation for overcoming each issue. Through this, I aim to both clarify the various avenues for including social and ecological interests in corporate governance as well as to provide a list of specific recommendations for reform.

In order to achieve this, I will draw on the theory development in the second part of this thesis. In section 7.2, I will first provide summary statements of the general position offered by each perspective in relation to the inclusion of social and ecological interests in corporate governance. These summary statements build on the general definitions presented in chapter 3 and integrate the propositions developed in chapters 4, 5 and 6. In section 7.2.5, I will then propose a general approach towards synthesizing these perspectives for the purpose of corporate legal reform. The aim of this approach will be to articulate a synthesis which reflects all aspects of corporate reality, integrating the insights offered by each perspective in Dutch corporate legal theory. In that section, I will also return to the earlier discussed relationship between the institutional view (institutionele opvatting) as it currently exists in Dutch corporate law and the ecosystem perspective that I have developed in this thesis.1

Having defined a general approach towards synthesizing the perspectives, I will then discuss the twelve issues in Dutch corporate law from each perspective and articulate an integrated recommendation for each of them. I will start with the issues related to board responsibility in section 7.3, including the definition of durable success and the standards for weighing stakeholder interests. Then, in section 7.4, I continue with the issues related to board autonomy, including the role of shareholders and stakeholders and the threat of a hostile takeover. In section 7.5, I will discuss the issues related to board accountability, including the responsibility of the supervisory board and the role of the annual report. In section 7.6, I will conclude with an overview of all of the recommendations.