Toward Sustainable Corporate Governance: Where Are We Headed? At What Speed?
Europe and the United States are moving in the same direction, but at different speeds, toward a model of sustainable corporate governance. In the United States, corporate law is a matter of state law (not federal), and Delaware law therefore reigns. In part for this reason, the longstanding shareholder primacy model has not been seriously challenged (although it is certainly debated). Europe, the European Commission is the pivotal body, and it has announced stewardship codes and other statements that emphasize responsibilities to stakeholders and the environment. In both countries, however, there is a movement to expand "ESG" disclosures (an acronym for"Environmental, Social and Governance"), and the SEC is moving aggressively to require mandatory disclosures that public corporations will be required to make regularly with regard to climate change, carbon emissions, diversity goals and progress, and related matters. Equally important, new bodies are being created to establish metrics for such disclosures. We may eventually see "generally accepted sustainability principles" that will be melded into generally accepted accounting principles. This panel will trace recent developments and offer predictions as to what will happen next.
This event is a part of Columbia Academy on Law in Global Affairs (CALGA), a series of online open-access events, in which Columbia Law School faculty present their research and debate current issues with colleagues from around the globe.
CALGA is cosponsored by Columbia Law School, the Parker School of Foreign and Comparative Law, The Committee on Global Thought, and Columbia | Global Centers.
About the Speakers
Professor John C. Coffee, Jr., Adolf A. Berle Professor of Law at Columbia University Law School, Director of the Center on Corporate Governance.
A prolific scholar, sought-after speaker, and frequent news commentator, John C. Coffee Jr. is active in several fields, and is a recognized leading authority on securities law, corporate governance, white collar crime, complex litigation and class actions.
Professor Coffee has been elected a Fellow of the American Academy of Arts and Sciences, and is also a Life Fellow of the European Corporate Governance Institute and the American Bar Foundation. He has also been repeatedly listed by the National Law Journal on its annual list of “The 100 Most Influential Lawyers in America.”
For his work in white collar crime, Professor Coffee was awarded the Donald Cressey Award for Lifetime Achievement by the Association of Certified Fraud Examiners in 2011. For his work in corporate governance, in 2018, Coffee received the Allen & Overy Law Prize for “The Agency Cost of Activism: Information Leakage, Thwarted Majorities, and the Public Morality,” a paper exploring how the interests of activist investors can conflict with those of other shareholders.
Coffee’s scholarly books include Entrepreneurial Litigation: Its Rise, Fall, and Future (2016); The Regulatory Aftermath of the Global Financial Crisis with Ellis Ferran, Niamh Moloney, and Jennifer G. Hill (2012); Gatekeepers: The Professions and Corporate Governance (2006); and Knights, Raiders, and Targets: The Impact of the Hostile Takeover with Louis Lowenstein and Susan Rose-Ackerman (1988).
Coffee is the co-author or co-editor of widely used casebooks including Securities Regulation: Cases and Materials, 13th edition (2015), Cases and Materials on Corporations, 8th edition (2013), and Business Organizations and Finance, 11th edition (2010). He has been ranked the most-cited legal scholar in corporate and business law.
Coffee has served as a Reporter to The American Law Institute for its PRINCIPLES OF CORPORATE GOVERNANCE, which set forth the fiduciary duties of corporate officers and directors. He also served on the Legal Advisory Committee to the New York Stock Exchange and on the Legal Advisory Board to the National Association of Securities Dealers (which formerly oversaw Nasdaq).
Coffee’s comments on current issues appear frequently in publications including The New York Times, The Wall Street Journal, and Financial Times, and he regularly testifies to congressional committees on issues of securities and finance law. He writes a column for the New York Law Journal on securities law and corporate governance. He is a recognized expert on both the Securities and Exchange Commission (SEC) and the Delaware Court of Chancery, the forum in which the vast majority of American commercial disputes are heard.
At Columbia Law School, where he has taught since 1980, Coffee founded and serves on the editorial board of The CLS Blue Sky Blog, where legal scholars and practicing lawyers write on current issues involving the capital markets. In his role as director of the Center for Corporate Governance, Coffee regularly organizes conferences at which leading experts in finance and law discuss and illuminate current issues in securities law and mergers and acquisitions. He frequently speaks on corporate governance and securities regulation issues in the U.S. and abroad.
Pierre-Henri Conac, a French and Luxembourg national, is a Max Planck Fellow at the Max Planck Institute Luxembourg for International, European and Regulatory Procedural Law, and a Professor of Financial Markets Law at the University of Luxembourg, where he founded the Master 2 in European Banking and Financial Law. From 1999 to 2006, he was Associate Professor of Law at the University of Paris 1 (Panthéon-Sorbonne). He graduated from the University of Paris 1 in business law (1991), from HEC School of Management (1990) and from the Institute of Political Studies of Paris (1994). He also earned an LL.M. from Columbia Law School (1995).
Pierre-Henri Conac is the author of ‘The regulation of securities markets by the French Commission des opérations de bourse (COB) and the US Securities and Exchange Commission (SEC)’ which was awarded several prizes. His research areas deal principally with securities and company law, at national and EU level, as well as comparative law in these fields, especially with the United States. He has written numerous articles on corporate, securities and comparative law, in French, English, German and Spanish and co-edited several books with national and international publishers.
He has been member of several working groups in these areas, including the EU Commission Reflection Group on the Future of EU Company Law of 2011 and the DG Markt Informal Company Law Expert Group (ICLEG) in 2014. In 2020, he was appointed by the DG Justice to the new ICLEG. Since 2017, he is also the chair of the European Model Company Act (EMCA) Group (https://law.au.dk/en/research/projects/european-model-company-act-emca). From 2011 to 2016 the Board of Supervisors of the European Securities and Markets Authority (ESMA), appointed him twice to its consultative Securities and Markets Stakeholder Group (SMSG).
He has been involved in policy making in financial law, banking law and company law at the EU level and at the national level. He participates regularly at conferences on those topics in Europe and internationally. He has been visiting researcher at the Wirtschaftsuniversität Wien (2019), the University of Cambridge (2017), the Hoover Institution (Stanford, 2014) and Aarhus University (2010). He has been invited to teach at seminars at the Universities of Oxford (2014), Penn Law (2014), Columbia (2013), Würzburg (2013), LSE (2011) and Louvain (2010). He speaks fluently French and English, correctly German and Spanish, and has a good knowledge of Luxemburgish.
Pierre-Henri Conac is managing editor of the Revue des Sociétés (Dalloz), France's oldest corporate law review, co-chief managing editor of the European Company and Financial Law Review (ECFR, de Gruyter) and Scientific Director of the Luxembourg Revue Pratique de Droit des Affaires (Legitech).
Luca Enriques is the Professor of Corporate Law at the University of Oxford Faculty of Law, a Research Fellow at the European Corporate Governance Institute and a Fellow Academic Member of the European Banking Institute. He has published widely in the fields of comparative corporate law and financial regulation. Representative publications include The Anatomy of Corporate Law (with Reinier Kraakman and others); Principles of Financial Regulation (with John Armour and others).
He has held visiting positions, among others, at Harvard Law School (as Nomura Professor of International Financial Systems in 2012-13), the University of Cambridge Faculty of Law, Columbia Law School and Sydney Law School. Between 2007 and 2012 he was a commissioner at Consob, the Italian S.E.C. Before joining the Oxford Faculty of Law, he was Professor of Business Law at the University of Bologna (1999-2007) and at LUISS Guido Carli University in Rome (2013-14).
Jennifer Hill is the Inaugural Bob Baxt AO Professor in Corporate and Commercial Law at Monash University Faculty of Law and Director of the Centre for Commercial Law & Regulatory Studies (CLARS) in Melbourne, Australia. She writes in the area of comparative corporate governance and has held visiting research and teaching positions at a number of international law schools including Cambridge University; Cornell; University of Virginia and Vanderbilt University. Jennifer is a Research Member of the European Corporate Governance Institute (ECGI) and a Research Member of the Jean Monnet Centre of Excellence on Sustainable Finance and EU Law (EUSFiL). She is a Life Member of Clare Hall, Cambridge and the Australian Corporate Law Teachers’ Association (CLTA).