Environmental, Social, Governance - social interest - duties of directors

Company: Rummo S.p.A.

Tutor: Enrico Ginevra, Francesco Bordiga

The notion of social interest has been undergoing a metamorphosis (connected to the redefinition of the very function of the joint-stock company) in which social interest is no longer limited to the maximization of shareholder value but seems to be interpreted in ways and with contents that still need to be fully investigated.

In such metamorphosis process, the social interest should allow the company to preserve its income-generating capacity in the long term, taking into account the interests of all stakeholders involved in the business activity (in compliance with the social function that the Italian Constitution provides for in relation to economic initiative).

This transnational trend is evidenced, on the one hand, by the increasing treatment of the subject by the legislation of major European countries (excluding Italy so far), which has increasingly introduced rules expressly linking corporate governance to the consideration of stakeholders’ positions.

On the other hand, there are initiatives at the EU legislation level contained in the so-called Sustainability Package: such as, regulations on sustainable transparency in the financial sector (2019/2088) and the taxonomy of sustainable activities (2020/852), the proposal for a directive by the European Parliament on due diligence on March 10, 2021, followed by the new Corporate Sustainability Reporting Directive of December 16, 2022.

All of those aforesaid initiatives occur in a context where the doctrines of the so-called enlightened shareholder value, stakeholder value, and corporate social responsibility have been gaining more ground - not only in the academic environment (both domestic and international) - in the operations of large joint-stock companies, placing the factors known as Environmental-Social-Governance (ESG) at the center of the capitalist dynamics.

The project aims to reconstruct the phenomenon in its various manifestations and the extensive debate that has emerged in the last decade, with reference to the shaping of social interest in the aforementioned ESG capitalism context and the potential technical implications concerning the duties and responsibilities of management bodies.

The project includes a period of study abroad and an internship within the affiliated company (Rummo S.p.a.), which is interested in exploring, from a legal perspective, the potential for activating social engagement projects within its business activities.