The EU’s Proposed Reform of Directors’ Duties and the Missing Link to Soft Law

Abstract

In this paper, we investigate whether reform of EU company law is needed to make corporate governance more sustainable. We also consider some issues to which the EU proposals on company law and sustainability paid scant attention, such as the role of corporate governance codes and other types of soft law, mainly of international origin, in promoting sustainable governance. In addition, we underline that in recent years the EU has adopted several measures which offer better prospects for sustainable governance than the reform of directors’ duties the EU is currently debating. We conclude that the failure to take corporate governance codes and the existing regulatory framework into account could seriously impair pending reforms of directors’ duties and their link to sustainability.