B1376 - SEM. SUSTAINABLE CORPORATIONS

Anno Accademico 2022/2023

  • Modalità didattica: Convenzionale - Lezioni in presenza
  • Campus: Bologna
  • Corso: Laurea Magistrale in Legal Studies (cod. 9062)

Conoscenze e abilità da conseguire

(1) Recognize basic attributes of US public corporation (2) Understand unsustainable design of US corporation (3) Consider triple-bottom-line developments (planet, people, profits) (4) Critique redesign of corporation (benefit corporations, ESG disclosure) (5) Rethink corporation as moral system, undergirded by personal integrity

Contenuti

Day one: The corporation’s purpose is to engender trust, thus to facilitate human collaboration. Like a beehive, it is more than its individual members –instead, it is a super-organism, one never seen before in human history. Some corporate participants supply labor, some raw materials, some organization, some wisdom, and some their savings. The modern business corporation blends these inputs and creates outputs, the value of which is shared.

Day two: The modern corporationis not sustainable.By design, the corporation is not meant to “satisfy current social needs while ensuring that future generations can meet their needs” –a widely-used definition of sustainability. Instead, the corporation is an efficient mechanism for externalizing social (and ecological) costs. It focuses on short-term financial results for its equity owners, who often include its stock-incentivized managers. Its decisions are made by an inward-looking cadre naturally inclined to “groupthink.” And the corporation has been endowedby the political process with “personhood,” thus allowing it to protect its status in society as an externalizing, short-term, and inward-focused machine.

Day three: The modern corporation is in the process of responding to its unsustainable design with a new focus on the triple-bottom line of “people, planet, profits”–some refer to this as Environment, Social, Governance (ESG).We are in transition as corporations (and modern capitalism)undertake to change their ways to respond to the challenge of staying within our planetary boundaries (air, water, biodiversity) and meet humanneeds (dignity, food, housing, education).

Day four: The emergence of new social enterprise structures, such as benefit corporations, changes the DNA of the corporation to create hybrid corporate purposes, beyond shareholder profits. New disclosure mandates on environmental/social/governance matters–both in Europe and the United States –change what must be “measured”in the expectation of changes in what is “managed“. New shareholder-management consortia–particularly,the NGO Ceres–create new understandings of the roles of institutionalshareholders in the corporation and the responsibilities of corporate managers to engage with multiple constituencies.

Day five: The corporate –rather than a legal or even economic entity –is best understoodas a moral systemwith multiple inputs and multiple outputs, forming a super-organism that is greater than its parts. This is one way to understand what has been called “stakeholderism”–which raises the question whether the new ESG corporation is a real hope for the future or a greenwashed delusion? Most of all the corporation as moral system invites each of us to reconsider the corporation, especially as one thatdepends at its core on collaboration and trust --and thus on our own personal, ontologicalintegrit

Testi/Bibliografia

A.R. PALIMTER, Sustainable Corporations, 2022, Aspen

Metodi didattici

Classes will be taught entirely online via Teams

Modalità di verifica e valutazione dell'apprendimento

Student shall prepare a final paper, an essay about the sustainability profile of an actual public US corporation (your choice). Here are the paper instructions:

Please identify an actual US public company's recent online CSR report (it may have adifferent name, such as "Sustainability Report" or "Corporate Accountability Report," but shouldbe similar to the Cisco CSR report in our materials). Also find the company’s most recent 10-K filing (annual report) with the SEC.

Please summarize THREE aspects of the CSR report related to three sustainability topics of your choice and the treatment of these three topics in the 10-K’s Risk Factors/MD&A section. Include a link to the URL for eachdocument. Then critique the methodology, coverage and contents of thesetwo disclosure documents with respect to these three topics based on what you've learned in this course, with references to relevant course materials.The essay should be between 1000-1200 words in length.

Orario di ricevimento

Consulta il sito web di Edgardo Ricciardiello