Company directors and corporate social responsibility

Date: Wednesday 20th September 2006

With corporate social responsibility (CSR) becoming an increasing focus of board-room attention, company directors need to reconsider how to fulfill their obligations to shareholders and various competing ‘stakeholder’ groups.

The recent Parliamentary Joint Committee Report on Corporate Responsibility rejected the notion that directors should be legally compelled to consider stakeholder interests.

Corporations and Markets Advisory Committee (CAMAC) is still looking into that question, and other aspects of the legal regulation of CSR in Australia. Internationally, ‘specific investment’ and ‘team production’ theories suggest alternative approaches to mediating the relationship between directors, shareholders and other interests.

Guest Speakers

Professor Lynn Stout, School of Law, University of California John Kluver, Executive Director, Corporations and Markets Advisory Committee (CAMAC) Associate Professor Vince Morabito, Department of Business Law and Taxation, Monash University

(L-R) Anthony Forsyth, John Kluver, Lynn Stout, Vince Morabito

• Professor Lynn Stout, the Paul Hastings Professor of Corporate and Securities Law at UCLA, is a leading American corporate law academic and Visiting Scholar at the Department of Business Law and Taxation in September 2006. She spoke about her long-standing work on team production theory; and her more recent exploration of the concept of specific investments by creditors, employees, customers, etc, as a basis for directors to promote long-term, value-creating economic production. (Download paper (doc, 161kb))

• John Kluver’s presentation covered CAMAC’s discussion paper on CSR and progress towards the completion of CAMAC’s final report on the subject.

• Vince Morabito’s paper, "Corporate accountability, third parties and class actions" discussed his recent ground-breaking research on shareholder class actions, and considered the potential impact of such actions on directors if their statutory duties were to be extended to include obligations to non-shareholder stakeholders. (Download paper (doc, 227kb))

Acting Group Director

Anthony Forsyth
Email Anthony Forsyth
Tel: + 61 3 9903-2917