Corporate Governance and Directors' Liabilities: Legal, Economic and Sociological Analyses on Corporate Social Responsibility (European University Institute - Series a)

## IX line, the law itself cannot be labelled any longer as merely result-oriented, if one has in mind an outcome which is dependent on the negotiating process within intra-organizational decision-making on the board level. But a new function of law -beyond traditional formal law and substantive law -is emerging, a function of shaping the negotiation processes among conflicting interest groups. The formulas are "consensus through dialogue" or "negotiation in the shadow of the law". The contributions to this volume were discussed before their finalization in a Colloquium on "Corporate responsibility -Directors' Duties and Liabilities" which we organized at the Law Department of the European University Institute in Florence, Italy, from April 13-16, 1983. The participants cam from various European countries and from the United States. Unfortunately, the two colleagues invited from France and Belgium had to cancel their participation at a late date, which left the voices of these countries missing from the concert. In editing there were different choices of how to assemble the various pieces. One possibility would have been to arrange according to styles (analytical-legal, theoretical-econo-sociological). We finally opted, well aware of certain overlappings, for a more problem and response oriented sequence since we think that this facilitates the access for those who deal with these problems in the real world and, by the same token, challenges them to let themselves be engaged by multi-style and interdisciplinary efforts. We thank here all those colleagues and friends who attended the conference and who by their contributions and participation made it a memorable and fruitful undertaking. We would also like to mention and thank Foreword Chapter I: Theoretical Framework and Legal Foundations The Legal Development of Corporate Responsibility: For Whom Will Corporate Managers Be Trustees? The Economic Context of Corporate Social Responsibility Responsibility in Corporate Action: A Sociologist’s View Chapter II: Strategies of Institutionalizing Corporate Social Responsibility Corporate Social Responsibility: Interests and Goals Public Interest Representation: Economic and Social Policy Inside the Enterprise Chapter III: Directors’ Duties and Liabilities Corporate Fiduciary Duties and Their Beneficiaries: A Functional Approach to the Legal Institutionalization of Corporate Responsibility The Economic Functions of Corporate Liability Board Members’ Liability for Damages The Private Law Enforcement of Directors’ Duties Chapter IV: Disclosure and Social Reporting Self-Dealing and the Use of Corporate Opportunity and Information: Regulating Directors’ Conflicts of Interest Disclosure as Preventive Enforcement Disclosure, Insider Information and Capital Market Functions Corporate Social Reporting and Auditing: Theory and Practice Rescue Operations in Business Crises: Management’s Role in Economic Perspective Chapter V: Outside Representation on the Boards: Conflicts of Interest The Enterprise as a Political System Dual Loyalty of Labor Representatives Annex Biographical Sketches of the Authors Table of Cases Index

Ever since the first exploratory expeditions in the early modern period, North America has epitomized to Europeans a promise and the hope for the fulfilment of great expectations, be it of more freedom, greater wealth, social liberation or religious tolerance. While numerous features in this dialogic intercontinental relationship will hold true for North America in its entirety, the vast northern territories which we know as Canada today began to emerge early on as a specific iconic location in European mind-maps, and they definitely acquired a distinctive profile after the formation of the USA. As a rich source of cultural exchange and an important partner in political and economic cooperation Canada has come to occupy an important position in the cultural discourses of many European nations. It is these refractions and images of Canada which this volume thoroughly explores in European literature and culture. The contributions include literature, philosophy, language, life-writing and the concept of 'Heimat' (homeland) as well as the cultural impact of the World Wars. While there is an emphasis on literary texts, other fields of cultural representation are also included.

The celebrated exchange between Professors Adolf Berle and E. Merrick Dodd fifty years ago on the issue (to use Dodd's title) "For Whom are Corporate Managers Trustees?" is still central to the modern problem of corporate "responsibility" (Berle, 1931; 1932; Dodd, 1932; 1935). Edited By Klaus J. Hopt, Gunther Teubner. Includes Bibliographies And Index.