Shareholder activism in Belgium: boon or curse for sustainable value creation?

A teaser for the conference on 9 June 2022

Shareholder activism used to be rare in Belgium. According to two studies, there were only 9 hedge fund activist engagements in Belgium between 2000 and 2010, and 7 between 2010 and 2018. This is much lower than the number of activist campaigns in the US, even in comparison to the total number of listed companies. However, shareholder activism is said to enter a “golden age” in Europe, with more corporations than ever at risk of activism. A second important trend is the rise of “ESG activism”, where the tools of shareholder activism are used to pursue “ESG” (environmental, social and governance) objectives. Such ESG activism can be pursued because the activist believes that it could contribute to long-term shareholder value, but also from a non-profit perspective. An example of the latter is the “one share ESG activism” campaign against Solvay by the hedge fund Bluebell, which has urged Solvay to stop the discharge into the sea of waste from a soda ash production plant in Italy.

Shareholder activism in Belgium, and especially the recent trend of ESG activism, has not received much attention in Belgian legal scholarship, however. To fill this gap, we (the Federation of Belgian Enterprises (FEB) and the Jean-Pierre Blumberg Chair at the University of Antwerp) have decided to organize a one-day conference on 9 June 2022 to explore the present and future of activism in Belgium. 

Below, I give a small teaser of my introductory presentation.

Continue reading “Shareholder activism in Belgium: boon or curse for sustainable value creation?”

The case of the missing shareholders in the proposed Corporate Sustainability Due Diligence Directive

A post by guest blogger Marleen Och (KU Leuven)

Background

On 23 February 2022, the European Commission published its long-awaited proposal for a new Directive on corporate sustainability due diligence. This proposal is the next phase of an initiative on sustainable corporate governance, which the Commission launched in 2020. The initiative initially pursued several objectives, namely for companies to better manage environmental and human rights aspects in their operations and value chains and to align the companies’ interests with those of its management, shareholders, stakeholders and wider society. These changes would then introduce a shift away from short-term benefits towards long-term sustainable value creation.

Unlike the initiative itself, the proposal is not titled sustainable corporate governance, but corporate sustainability due diligence, illustrating the change in focus the Commission has seemingly undergone since the launch of the process. This post discusses the shift away from corporate governance and in particular the lack of recognition of the role of shareholders and the topic of short-termism.

Continue reading “The case of the missing shareholders in the proposed Corporate Sustainability Due Diligence Directive”

Corporate Sustainability Due Diligence – voorstel Commissie gepubliceerd

Vandaag heeft de Europese Commissie haar langverwachte voorstel inzake Corporate Sustainability Due Diligence gepubliceerd. Met dat voorstel wil de Europese Commissie ondernemingen verplichten het risico op schendingen van mensenrechten en milieuschade in hun waardeketen preventief op te sporen. 

Aan grote ondernemingen of kleinere ondernemingen (met meer dan 250 werknemers) actief in bepaalde risico-sectoren wordt een due diligence verplichting opgelegd. In het bijzonder wordt gewezen op art. 25 van het voorstel, dat betrekking heeft op de zorgvuldigheidsplicht van bestuurders:

‘1. Member States shall ensure that, when fulfilling their duty to act in the best interest of the company, directors of companies referred to in Article 2(1) take into account the consequences of their decisions for sustainability matters, including, where applicable, human rights, climate change and environmental consequences, including in the short,
medium and long term.

2. Member States shall ensure that their laws, regulations and administrative provisions providing for a breach of directors’ duties apply also to the provisions of this Article.’

Dit voorstel zal in de komende maanden het voorwerp van onderhandelingen uitmaken van Europese onderhandelingen. Verwacht wordt dat deze onderhandelingen intens zullen zijn.

Green disclosure rules for the financial services sector become applicable in the EU

A post by guest blogger Arnaud Van Caenegem (KU Leuven)

Financial services providers can no longer communicate at will about sustainability now certain provisions of the Sustainable Finance Disclosure Regulation (SFDR)[1] have become applicable as of 10 March 2021. The SFDR imposes harmonized disclosure obligations on financial services providers to ensure that the sustainability features of their financial products can be better compared by investors. Up until now, sustainability disclosures have often been limited to vague, unsubstantiated and sometimes misleading marketing rhetoric.[2] This blogpost will discuss the transparency obligations of the SFDR that become applicable on 10 March 2021. Continue reading “Green disclosure rules for the financial services sector become applicable in the EU”

Sustainability is no longer in the eye of the beholder: an overview of the Taxonomy Regulation

Funds that took due account of environmental, social and governance (ESG) factors in their investment strategies generally outperformed their conventional counterparts during the Corona pandemic (FT, 3 April 2020). At the same time there is an omnipresent call to align the economic recovery in Europe with the ‘green transition’ (FT, 18 June 2020). In sharp contrast to this emphasis on the importance for investors to take ESG factors on board when making investment decisions stands the uncertainty about the requirements an investment must meet to be actually sustainable.

On 18 June 2020 the European Parliament decided to remedy the lack of clarity by adopting the Taxonomy Regulation[1] which defines an environmentally sustainable economic activity. More specifically, it sets out the broader framework within which the European Commission will have to come up with the technical criteria an economic activity must adhere to in order to be considered environmentally sustainable. This contribution will give an overview of the key changes brought by the Taxonomy Regulation.

The definition of what makes an economic activity sustainable will lie at the center of an emerging legal framework for sustainable finance. Creating  such a legal framework pioneered as a priority in the Action Plan on Building a Capital Markets Union of 2015 and was translated in more concrete policy in the Action Plan: Financing Sustainable Growth of 2018 based on a blueprint designed by the High-Level Expert Group on Sustainable Finance. In particular the latter Action Plan’s goal to reorient capital flows towards sustainable investments justified the adoption of a detailed EU classification system – or taxonomy – to make it clear for investors which activities qualify as ‘green’ or ‘sustainable’.[2] Continue reading “Sustainability is no longer in the eye of the beholder: an overview of the Taxonomy Regulation”

Sustainable Finance

A presentation by Arnaud Van Caenegem, PhD Researcher (KU Leuven)

Two years have passed since the European Commission published its Action Plan: Financing Sustainable Growth to mainstream sustainability into the financial system. A presentation (16′) by Mr. Arnaud Van Caenegem, PhD Researcher (KU Leuven) covers the coming about of the action plan, its objectives and the progress made, with a particular focus on the Taxonomy Regulation and the Regulation on Sustainability-related Disclosures. It also highlights the major implications of the European Green Deal for the financial sector and elaborates on the next steps in its transformation. Continue reading “Sustainable Finance”

Call for proposals: Corporate & Organizational Decision-Making

By: Business & Liability Research Network (Leiden University)

The Business & Liability Research Network (BLRN) – a partnership between the Company Law department and the Business Studies department of the Leiden Law School – is launching its call for proposals for a new book project on the topic of Corporate & Organizational Decision-Making.

The Business & Liability Research Network

BLRN focuses on innovative and multidisciplinary research in the areas of (i) Good Corporate Governance, (ii) Distress & Insolvency and (iii) Future Business Structures. It was launched in 2018 with an opening conference on “Business Resilience”, which proved to be the prelude to a successful first year.

The network offers the possibility to bring together different research areas (legal and business research) as well as practice and the academic world, leading to innovative perspectives on current issues.

BLRN Book Project

The topic of decision-making in corporations and organizations is receiving increased attention due to the impact of technological developments, discussions on corporate governance and practical examples of (inadequate) decision-making processes. In this project, BLRN aims to highlight corporate & organizational decision-making from a multidisciplinary perspective. From both a legal and business perspective, research will be conducted within the sphere of the three research areas of BLRN: (i) Good Corporate Governance, (ii) Distress & Insolvency and (iii) Future Business Structures. This includes, for example, the relationship between corporate governance and entrepreneurship, the way in which various actors should act during insolvency and the impact of technological developments on a company. Continue reading “Call for proposals: Corporate & Organizational Decision-Making”

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