Will the EU Taxonomy Regulation Foster
a Sustainable Corporate Governance?
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ECGI New Working Paper Alert
ECGI Law Series 611/2021
Wednesday 20 October 2021
Will the EU Taxonomy Regulation Foster
a Sustainable Corporate Governance?

Alessio M. Pacces, University of Amsterdam, ACLE and ECGI 

Environmental Sustainability • Law And Economics • Securities Regulation •
Corporate Governance • Institutional Investors • Greenwashing • Voice V. Exit

EU securities regulation has established a taxonomy of environmentally sustainable activities. This article discusses, from a law and economics standpoint, the potential of this taxonomy to support sustainable corporate governance.

Corporate governance can be an efficient way to channel investor preferences towards sustainability because the concentration of institutional shareholding has lowered the transaction costs of shareholder action. However, there is a principal-agent problem between institutional investors and their beneficiaries, which may lead to greenwashing and insufficient or excessive concern for sustainability in corporate governance.

This article argues that introducing environmental sustainability into EU mandatory disclosure aligns the institutional investors’ incentives with the interest of their beneficiaries and may foster the efficient inclusion of sustainability in corporate governance.

The argument is threefold. Firstly, the EU taxonomy may curb greenwashing by standardizing the disclosure of environmental sustainability. Secondly, this information may become salient for the beneficiaries as the same standards define the sustainability preferences to be considered in recommending and marketing financial products. Thirdly, sustainability disclosure prompts institutional investors to compete for sustainability-minded beneficiaries. Being unable to avoid unsustainable companies altogether, institutional investors are expected to cater to beneficiaries’ preferences for environmental sustainability by way of voice, instead of exit.
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Professor Alessio M. Pacces ECGI Profile
Professor of Law and Finance
University of Amsterdam

The ECGI is an international scientific non-profit association providing a forum for debate and dialogue between academics, legislators and practitioners, focusing on major corporate governance issues. 
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