Business Law and the Transition to a Net Zero Carbon Economy
- 25 - 27 May 2021
- •
- Online
5th Annual Oxford Business Law Blog Conference
Business Law and the Transition to a Net Zero Carbon Economy
The videos of each session are available under the presentation tab on this page and also on the ECGI YouTube channel
Read the report of the conference
Tuesday, 25 May 2021 | 13:00 – 15:00 BST (14:00 – 16:00 CEST)
Wednesday, 26 May 2021 | 13:00 – 15:00 BST (14:00 – 16:00 CEST)
Thursday, 27 May 2021 | 13:00 – 15:00 BST (14:00 – 16:00 CEST)
Organised by
The Oxford Business Law Blog
In collaboration with
University of Oxford Faculty of Law and Sustainable Law Programme
Universität Hamburg Faculty of Law
Freie Universität Berlin Department of Law and Freie Universität Berlin Empirical Legal Studies Center
National University of Singapore Faculty of Law, EW Barker Centre for Law & Business and Asia-Pacific Centre for Environmental Law
The European Corporate Governance Institute (ECGI)
Co-organisers:
Horst Eidenmüller | Andreas Engert | Luca Enriques | Geneviève Helleringer
Georg Ringe | Kristin Van Zwieten | Umakanth Varottil | Thom Wetzer
Supported by
Day 1: Tuesday 25 May 2021 | 13:00 BST (14:00 CEST)
Climate Change Disclosures and Net Zero Commitments
Chaired by
Speakers:
Welcome address
Speakers:
Corporate Climate: A Machine Learning Assessment of Climate Risk Disclosures
Speakers:
Discussant:
Corporate Climate: A Machine Learning Assessment of Climate Risk Disclosures
Speakers
Discussants
Conference Documents
Discharging the Discharge for Value Defense
Despite its massive size, the corporate debt market is often considered a sleepy refuge for the risk-averse. Yet, corporate debt contracts are often...
Read more
Debt Textualism and Creditor-on-Creditor Violence: A Modest Plea to Keep the Faith
Although debt finance and restructuring rarely command headlines, they collectively comprise some of the most heated corporate battles in recent...
Read more
Long-Term Bias
An emerging consensus in certain legal, business, and scholarly communities maintains that corporate managers are pressured unduly into chasing...
Read more
Cleaning Corporate Governance
Although empirical scholarship dominates the field of law and finance, much of it shares a common vulnerability: an abiding faith in the accuracy and...
Read more
Don't Go Chasing Waterfalls: Fiduciary Duties in Venture Capital Backed Startups
We develop a model of venture capital contracting and use it to evaluate an emergent set of judicial precedents in corporate law, which we label the Trados...
Read moreMaking Corporate Carbon Commitments Credible
Speakers
Discussants
Conference Documents
Private Enforcement of Corporate Law: An Empirical Comparison of the UK and US
It is often assumed that strong securities markets require good legal protection of minority shareholders. This implies both "good" law -- principally...
Read more
Bank Governance
According to a common narrative, in addition to inadequate capital and liquidity, the failure of banks in the financial crisis also reflected their poor...
Read more
Building Enforcement Capacity for Brazilian Corporate and Securities Law
Brazil is one of the world’s largest emerging markets, with many opportunities for development. Persuading financiers to commit funds to Brazilian...
Read more
Governance by Contract: The Implications for Corporate Bylaws
Boards and shareholders are increasing using charter and bylaw provisions to customize their corporate governance. Recent examples include forum...
Read more
Augmented Lawyering
How will artificial intelligence (AI) and associated digital technologies reshape the work of lawyers and structure of law firms? Legal services are...
Read more
Should Corporations Have a Purpose?
Corporate purpose is the hot topic in corporate governance. Critics are calling for corporations to shift their purpose away from shareholder value as a...
Read more
How Do Legal Rules Evolve? Evidence From a Cross-Country Comparison of Shareholder, Creditor and Worker Protection
Much attention has been devoted in recent literature to the claim that a country’s ‘legal origin’ may make a difference to its pattern of financial...
Read more
Delaware's Balancing Act
Delaware’s courts and well-developed case law are widely seen as integral elements of Delaware’s success in attracting incorporations. However,...
Read moreMeet & Greet | Online link will be provided
Day 2: Wednesday 26 May 2021 | 13:00 BST (14:00 CEST)
Climate Change: Exit or Voice?
Chaired by
Speakers:
Exit vs. Voice
Abstract
We study the relative effectiveness of exit (divestment and boycott) and voice (engagement) strategies in promoting socially desirable outcomes in companies. We show that in a competitive world exit is less effective than voice in pushing firms to act in a socially responsible manner. Furthermore, we demonstrate that individual incentives to join an exit strategy are not necessarily aligned with social incentives, whereas they are when well-diversified investors are allowed to express their voice. We discuss what social and legal considerations might sometimes make exit preferable to voice.
Speakers
Discussants
Conference Documents
Exit vs. Voice
We study the relative effectiveness of exit (divestment and boycott) and voice (engagement) strategies in promoting socially desirable outcomes in...
Read more
Takeover Bids vs. Proxy Fights in Contests for Corporate Control
This paper evaluates the primary mechanisms for changing management or obtaining control in publicly traded corporations with dispersed ownership....
Read more
ESG Shareholder Engagement and Downside Risk
We show that engagement on environmental, social, and governance issues can benefit shareholders by reducing firms’ downside risks. We find that the...
Read more
Private Sanctions
We survey a representative sample of the U.S. population to understand stakeholders’ desire to see their firms exit Russia after the invasion of...
Read more
The New Corporate Governance
In the last few years, there has been a dramatic increase in shareholder engagement on environmental and social issues. In some cases shareholders are...
Read more
Companies Should Maximize Shareholder Welfare Not Market Value
What is the appropriate objective function for a firm? We analyze this question for the case where shareholders are prosocial and externalities are not...
Read more
The Importance of Climate Risks for Institutional Investors
According to our survey about climate risk perceptions, institutional investors believe climate risks have financial implications for their...
Read more
Debt Enforcement Around the World
We present insolvency practitioners from 88 countries with an identical case of a hotel about to default on its debt, and ask them to describe in detail how...
Read morePanel Discussion
Panel Discussion
Speakers
Bank-Fintech Partnerships, Outsourcing Arrangements and the Case for a Mentorship Regime
Fintech firms, once seen as ‘disruptors’ of the traditional banking world, are now increasingly seen as attractive partners for established...
Read more
The Origins of a Capital Market Union in the United States
EU policy-makers have focused on the creation of a “Capital Market Union” to advance the economic vitality of the EU in the aftermath of the Global...
Read more
Bank Resolution in Europe: the Unfinished Agenda of Structural Reform
This chapter argues that the work of the European Banking Union remains incomplete in one important respect, the structural re-organization of large...
Read more
Investor-led Sustainability in Corporate Governance
The transition to a sustainable economy currently involves a fundamental transformation of our capital markets. Lawmakers, in an attempt to overcome...
Read more
Convergence and Persistence in Corporate Law and Governance
This paper, which will be the basis for a chapter in the forthcoming OXFORD HANDBOOK OF CORPORATE LAW AND GOVERNANCE (Jeffrey Gordon and Georg Ringe,...
Read moreMeet & Greet | Online link will be provided
Day 3: Thursday 27 May 2021 | 13:00 BST (14:00 CEST)
Climate Change in the Boardroom
Chaired by
Speakers:
Green Boardrooms?
Green Boardrooms? (April 5, 2020) Brett McDonnell (University of Minnesota Law School), Hari M. Osofsky (The Pennsylvania State University (University Park) – Penn State Law), Jacqueline Peel (University of Melbourne - Law School), Anita Foerster, (Monash University - Department of Business Law & Taxation)
Abstract
Corporate and securities law tools are increasingly being used to address climate change. Disclosure of climate-related business risks and shareholder proposals and engagement have grown in the United States and globally, as have broader efforts to use these tools to address environmental and social issues. Emerging fiduciary duty suits in other jurisdictions claim that corporate boards have failed to monitor and manage climate-related risks adequately. However, legal scholarship has failed to assess whether these efforts are actually changing corporate behavior. This Article draws on original interviews with corporate leaders and investors in the United States and Australia to assess the effectiveness of corporate and securities law tools in addressing climate change. It finds that while disclosures and shareholder proposals related to climate change have been extensive, they have not yet changed corporate behavior much, if at all. The Article therefore proposes a multi-pronged approach to increase the future effectiveness of disclosure, shareholder proposals and engagement, and fiduciary duty suits. This study offers new insights to the old debate over how corporations can and should be used to address societal problems.
Speakers
Discussants
Conference Documents
Corporate Opportunities in the US and in the UK: How Differences in Enforcement Explain Differences in Substantive Fiduciary Duties
Fiduciary duties are often today held out as typical instruments of shareholder protection in the common law of both the US and the UK, which are sometimes...
Read more
Opportunity Makes a Thief: Corporate Opportunities as Legal Transplant and Convergence in Corporate Law
The paper surveys the corporate opportunities doctrine in four jurisdictions: the US, the UK, Germany, and France. Our analysis enables us to trace the...
Read more
COVID-19 and Comparative Corporate Governance
With the pandemic caused by the novel coronavirus SARS-CoV-2 raging around the world, many countries’ economies are at a crucial juncture. The...
Read more
Preliminary Procedures in Shareholder Derivative Litigation: A Beneficial Legal Transplant?
Jurisdictions around the world have developed different mechanisms to balance the necessity of enforcement with the problem of non-meritorious...
Read more
Abuse of Companies Through Choice of Incorporation?
This paper explores the concept of abuse of law in the context of the choice of the state or country of incorporation: Can the choice of a particular...
Read morePanel Discussion
Speakers:
Panel Discussion
Speakers
Corporate Governance in Singapore – The Road Thus Far
The first Code of Corporate Governance was adopted in Singapore 21 years ago in 2001. Since then, the Code has been re-issued three times, the last being in...
Read more
The Advisory and Monitoring Roles of the Board - Evidence From Disruptive Events
We study the contribution of directors to firm resilience by assessing the relative importance of their advisory and monitoring roles at times of...
Read more
ESG and Director’s Duties: Defining and Advancing the Interests of the Company
It is difficult to advance the ESG agenda using company law, especially in common law legal systems. Cases show that directors’ duties require...
Read moreConcluding remarks
Speakers:
Meet & Greet | Link will be provided
Speakers
Presentations
Chaired by
Chaired by
Speakers
Opportunity Makes a Thief: Corporate Opportunities as Legal Transplant and Convergence in Corporate Law
The paper surveys the corporate opportunities doctrine in four jurisdictions: the US, the UK, Germany, and France. Our analysis enables us to trace the...
Read moreCorporate Opportunities in the US and in the UK: How Differences in Enforcement Explain Differences in Substantive Fiduciary Duties
Fiduciary duties are often today held out as typical instruments of shareholder protection in the common law of both the US and the UK, which are sometimes...
Read more
Related Party Transactions in France - A Critical Assessment
In France, the regulation of related party transactions (RPTs) involves three steps following the notification to the board of an RPT. First, the board...
Read more
Fiduciary Principles in European Civil Law Systems
This chapter surveys fiduciary principles in Western European civil law jurisdictions. Focusing on France and Germany, we suggest that functional...
Read moreWelcome address
Welcome address
Speakers
Corporate Climate: A Machine Learning Assessment of Climate Risk Disclosures
Corporate Climate: A Machine Learning Assessment of Climate Risk Disclosures
Speakers
Discussants
Conference Documents
Debt Textualism and Creditor-on-Creditor Violence: A Modest Plea to Keep the Faith
Although debt finance and restructuring rarely command headlines, they collectively comprise some of the most heated corporate battles in recent...
Read more
Discharging the Discharge for Value Defense
Despite its massive size, the corporate debt market is often considered a sleepy refuge for the risk-averse. Yet, corporate debt contracts are often...
Read more
Cleaning Corporate Governance
Although empirical scholarship dominates the field of law and finance, much of it shares a common vulnerability: an abiding faith in the accuracy and...
Read more
Don't Go Chasing Waterfalls: Fiduciary Duties in Venture Capital Backed Startups
We develop a model of venture capital contracting and use it to evaluate an emergent set of judicial precedents in corporate law, which we label the Trados...
Read more
Long-Term Bias
An emerging consensus in certain legal, business, and scholarly communities maintains that corporate managers are pressured unduly into chasing...
Read moreMaking Corporate Carbon Commitments Credible
Making Corporate Carbon Commitments Credible
Speakers
Discussants
Conference Documents
Regulatory Sanctions and Reputational Damage in Financial Markets
We study the impact of the enforcement of financial regulation by the UK’s regulatory authorities on the market price of penalized firms. Existing...
Read moreGovernance by Contract: The Implications for Corporate Bylaws
Boards and shareholders are increasing using charter and bylaw provisions to customize their corporate governance. Recent examples include forum...
Read more
Investor Choice in Global Securities Markets
This paper, which forms part of the first phase of the New Special Study of the Securities Markets Project, explores how globalization has affected the...
Read more
Brexit and Corporate Citizenship
The UK’s recent vote for Brexit has sparked a fierce debate over the implications for the rights of EU citizens living in the UK and UK citizens living in...
Read more
The Eclipse of Private Equity
Private equity, characterized by firms operating as privately held partnerships organizing the acquisition and "taking private" of public...
Read more
European Company Law 1999-2010: Renaissance and Crisis
European corporate law has enjoyed a renaissance in the past decade. Fifteen years ago, this would have seemed most implausible. In the mid-1990s, the...
Read more
The Broken Buck Stops Here: Embracing Sponsor Support in Money Market Fund Reform
Since the 2008 financial crisis, in which the Reserve Primary Fund “broke the buck,” money market funds (MMFs) have been the subject of ongoing...
Read moreChaired by
Chaired by
Speakers
Which Related Party Transactions Should Be Subject to Ex Ante Review? Evidence from Germany
The amended EU shareholder rights directive introduces a comprehensive regime of ex ante review for potentially conflicted transactions between...
Read more
ESG Ratings—Guiding a Movement in Search for Itself
ESG ratings deliver the short-hand evaluation that investors need to incorporate environmental, social, and governance aspects in their...
Read more
Shareholder activism in Germany
Shareholder activism by hedge funds has taken hold in Germany in spite of large ownership concentration. This essay uses the example of Stada...
Read moreExit vs. Voice
Exit vs. Voice
Abstract
We study the relative effectiveness of exit (divestment and boycott) and voice (engagement) strategies in promoting socially desirable outcomes in companies. We show that in a competitive world exit is less effective than voice in pushing firms to act in a socially responsible manner. Furthermore, we demonstrate that individual incentives to join an exit strategy are not necessarily aligned with social incentives, whereas they are when well-diversified investors are allowed to express their voice. We discuss what social and legal considerations might sometimes make exit preferable to voice.
Speakers
Discussants
Conference Documents
Climate Risk Disclosure and Institutional Investors
Employing disclosure theory, we develop hypotheses regarding the preferences of institutional investors with respect to firms’ climate risk...
Read moreDebt Enforcement Around the World
We present insolvency practitioners from 88 countries with an identical case of a hotel about to default on its debt, and ask them to describe in detail how...
Read more
Exit vs. Voice
We study the relative effectiveness of exit (divestment and boycott) and voice (engagement) strategies in promoting socially desirable outcomes in...
Read more
The New Corporate Governance
In the last few years, there has been a dramatic increase in shareholder engagement on environmental and social issues. In some cases shareholders are...
Read more
Companies Should Maximize Shareholder Welfare Not Market Value
What is the appropriate objective function for a firm? We analyze this question for the case where shareholders are prosocial and externalities are not...
Read more
The Importance of Climate Risks for Institutional Investors
According to our survey about climate risk perceptions, institutional investors believe climate risks have financial implications for their...
Read more
Private Sanctions
We survey a representative sample of the U.S. population to understand stakeholders’ desire to see their firms exit Russia after the invasion of...
Read more
Takeover Bids vs. Proxy Fights in Contests for Corporate Control
This paper evaluates the primary mechanisms for changing management or obtaining control in publicly traded corporations with dispersed ownership....
Read morePanel Discussion
Speakers
Bank Governance
According to a common narrative, in addition to inadequate capital and liquidity, the failure of banks in the financial crisis also reflected their poor...
Read more
Convergence and Persistence in Corporate Law and Governance
This paper, which will be the basis for a chapter in the forthcoming OXFORD HANDBOOK OF CORPORATE LAW AND GOVERNANCE (Jeffrey Gordon and Georg Ringe,...
Read more
The Origins of a Capital Market Union in the United States
EU policy-makers have focused on the creation of a “Capital Market Union” to advance the economic vitality of the EU in the aftermath of the Global...
Read more
Agency Capitalism: Further Implications of Equity Intermediation
This chapter continues our examination of the corporate law and governance implications of the fundamental shift in ownership structure of U.S. public...
Read more
Net-Zero Transition and Divestments of Carbon-Intensive Assets
An unfamiliar term in the not-too-distant past, “net zero” has become a headline-maker in the business and financial world with the growing...
Read more
ESG Rating Disagreement and Stock Returns
Using ESG ratings from seven different data providers for a sample of S&P 500 firms between 2010 and 2017, we study the relation...
Read moreEuropean Company Law 1999-2010: Renaissance and Crisis
European corporate law has enjoyed a renaissance in the past decade. Fifteen years ago, this would have seemed most implausible. In the mid-1990s, the...
Read moreChaired by
Chaired by
Speakers
ESG and Director’s Duties: Defining and Advancing the Interests of the Company
It is difficult to advance the ESG agenda using company law, especially in common law legal systems. Cases show that directors’ duties require...
Read more
The Advisory and Monitoring Roles of the Board - Evidence From Disruptive Events
We study the contribution of directors to firm resilience by assessing the relative importance of their advisory and monitoring roles at times of...
Read more
Corporate Governance in Singapore – The Road Thus Far
The first Code of Corporate Governance was adopted in Singapore 21 years ago in 2001. Since then, the Code has been re-issued three times, the last being in...
Read moreGreen Boardrooms?
Green Boardrooms?
Green Boardrooms? (April 5, 2020) Brett McDonnell (University of Minnesota Law School), Hari M. Osofsky (The Pennsylvania State University (University Park) – Penn State Law), Jacqueline Peel (University of Melbourne - Law School), Anita Foerster, (Monash University - Department of Business Law & Taxation)
Abstract
Corporate and securities law tools are increasingly being used to address climate change. Disclosure of climate-related business risks and shareholder proposals and engagement have grown in the United States and globally, as have broader efforts to use these tools to address environmental and social issues. Emerging fiduciary duty suits in other jurisdictions claim that corporate boards have failed to monitor and manage climate-related risks adequately. However, legal scholarship has failed to assess whether these efforts are actually changing corporate behavior. This Article draws on original interviews with corporate leaders and investors in the United States and Australia to assess the effectiveness of corporate and securities law tools in addressing climate change. It finds that while disclosures and shareholder proposals related to climate change have been extensive, they have not yet changed corporate behavior much, if at all. The Article therefore proposes a multi-pronged approach to increase the future effectiveness of disclosure, shareholder proposals and engagement, and fiduciary duty suits. This study offers new insights to the old debate over how corporations can and should be used to address societal problems.
Speakers
Discussants
Conference Documents
Constraining Dominant Shareholders’ Self-Dealing: The Legal Framework in France, Germany, and Italy
All jurisdictions supply corporations with legal tools to prevent or punish asset diversion by those, whether managers or dominant shareholders, who...
Read more
The Pension System and the Rise of Shareholder Primacy
This article explores the influence of the pension system on corporate governance, which has so far received little attention in the corporate law...
Read more
Mapping Types of Shareholder Lawsuits Across Jurisdictions
Shareholder litigation has been a prominent topic in the comparative corporate governance literature for decades. However, scholars trained in a...
Read more
Research Handbook on Comparative Corporate Governance: Introduction
This chapter introduces the Research Handbook on Comparative Corporate Governance and surveys several of the central themes addressed in the book....
Read more
Is Economic Nationalism in Corporate Governance Always a Threat?
During the past decades, corporate law and corporate governance debates have generally been skeptical of elements of economic ‘Nationalism’ or...
Read morePanel Discussion
Panel Discussion
Speakers
The Advisory and Monitoring Roles of the Board - Evidence From Disruptive Events
We study the contribution of directors to firm resilience by assessing the relative importance of their advisory and monitoring roles at times of...
Read more
Corporate Governance in Singapore – The Road Thus Far
The first Code of Corporate Governance was adopted in Singapore 21 years ago in 2001. Since then, the Code has been re-issued three times, the last being in...
Read more
ESG and Director’s Duties: Defining and Advancing the Interests of the Company
It is difficult to advance the ESG agenda using company law, especially in common law legal systems. Cases show that directors’ duties require...
Read moreConcluding remarks