Joint-stock company purpose and stakeholder interests in pro-posed EU directives: limits of internalization of the ‘common good’.

The traditional debate concerning the purpose of joint-stock companies (contractualism versus institutionalism) has gained new life due to EU directives, some already approved (in the field of non-financial reporting), others under discussion (in the field of sustainable corporate governance). The contrast is now given between shareholderist and stakeholderist positions, which assume, in a variety of tones, that the interests of non-shareholders should also be taken as a criterion of managerial conduct in the name of a new ‘sustainable capitalism’. While such stakeholderist positions seem to testify to a certain crisis of the ‘imperative norm’ and, in turn, of ‘sovereignty’, the essay seeks above all to highlight the contradictions that would result from the establishment of an axiological equivalence between the (‘proprietary’) purpose of ‘profit’ and the (‘non-proprietary’) purpose of the ‘common good’.

Keywords: Purpose of the joint-stock company, Shareholderism, Stakeholderism, Sustainable corporate governance, Crisis of the imperative norm, crisis of sovereignty, state and market.

Eugenio Barcellona, Scopo della società per azioni e interessi degli stakeholders nelle proposte di direttive euro-unitarie: i limiti all’internalizzazione del ‘bene comune’ in "DIRITTO COSTITUZIONALE" 3/2023, pp 123-166, DOI: 10.3280/DC2023-003007