A Handbook on New Methods of Law Making in Private Law
Edited by Roger Brownsword, Rob A.J. van Gestel and Hans-W. Micklitz
Chapter 2: Corporate codes of conduct and contract law: a doctrinal and normative perspective
This chapter focuses specifically on corporate social responsibility codes of conduct and argues that they can be described as a phenomenon of genuine regulation initiated by corporations. As a consequence, private law as the applicable legal framework itself needs to become more regulatory. The chapter starts by proffering an explanation of why corporate codes have only recently started to interest contract law scholars. It continues analysing the way in which corporations use (and do not use) contracts and contract law in developing and practising their codes, and how contract law doctrine perceives this strategy. Subsequently, a normative argument is developed and contextualized in favour of a stronger role for contract law in enforcing and regulating corporate codes. The chapter concludes with a discussion of the need for contract law to become regulatory in a novel sense: contract law needs to be responsive to codes of conduct, specifying clear rights and obligations that corporate regulators assume when developing a code of conduct. Keywords: Corporate social responsibility, codes of conduct, contract law, Varieties of Capitalism, contract governance
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