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Corporate Social Responsibility

Perspectives for Sustainable Corporate Governance

Catherine Malecki

Corporate social responsibility (CSR) is setting new missions for companies and shining a welcome light on issues such as the behaviour of board members, shared value, the well-being of stakeholders, the protection of vulnerable individuals and the roles played by public opinion and shareholders. This timely book seeks to lay the foundations for a sustainable corporate governance based on the European Commission definition of CSR as ‘the responsibility of enterprises for their impacts on society’. More generally, this sustainable corporate governance responds to some of the pressing challenges of the 21st century, from sustainable finance and climate change to carbon reduction and population growth.
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Chapter 9: Corporate transactions

Perspectives for Sustainable Corporate Governance

Catherine Malecki

Extract

CSR is beginning to emerge in corporate agreements. Changes to articles of association that help to make the institutional straitjacket more flexible and efficient, particularly in the case of limited liability companies (sociétés anonymes), could incorporate CSR-related criteria. For example, a person buying shares with associated rights may wish to seek protection against the revelation of an environmental liability. There is also the tricky matter, particularly with regard to case law, of whether decontamination obligations are transferred to the surviving company in the event of a merger. The issue of sustainable development commitments (such as decontamination obligations or commitments to remediate classified installations for the protection of the environment (ICPEs)) may also have to be addressed as part of mergers and acquisitions. CSR commitments could be included in a company’s articles of association, which might entail redefining its corporate purpose. Furthermore, relations within groups of companies could give rise to a financial solidarity that would be very helpful with regard to environmental issues and those relating to climate change more broadly.

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