Prerequisite: None

Exam Type: Any Day Take-Home
Students will have the option to write a paper in lieu of the exam.

This course will explore whether it is possible to make the capitalist system sustainable through a comprehensive examination of the primary legal and policy instruments created since the concept of sustainable development began gaining momentum in the 1970s. Since then, various methodologies aimed at enhancing economic sustainability have emerged, including Corporate Governance (CG), Corporate Social Responsibility (CSR), Environmental, Social, and Governance (ESG), and Business and Human Rights (BHR). This rise has coincided with growing concerns over climate change. Some of these methodologies have become significant in today’s societies, dominating political debates and provoking strong opposition, such as the anti-ESG movement in the United States. This contentious environment underscores the need for an in-depth study of these approaches.

To gain a thorough understanding, we will analyze the development processes of these methodologies and how they differ or align with one another. We will explore their common origins by reviewing major theories of corporate ethics, focusing on concepts of legal personality and corporate responsibility. Following this conceptual discussion, we will delve into the legal instruments adopted by these methodologies.

Initially, we will study the original methodologies for creating sustainability indexes, certifications, and rankings. We will evaluate current strategies to prevent “greenwashing,” including efforts to establish taxonomies and standards for the accountability of sustainability projects. We will cover the legal aspects of “green finance” instruments, such as carbon credits, green bonds, and sustainability-linked bonds.

We will also examine the various initiatives to establish sustainability due diligence programs based on both regulatory and self-regulatory measures, ranging from California to the European Union. This section of the course will conclude with an analysis of corporate law reforms, such as those aimed at creating benefit corporations or mandating CSR and diversity commitments.

The final part of the course will address frontier topics in the field, such as global climate litigation trends and the challenges posed by the so-called “twin transformation,” stemming from the concurrent impacts of increased artificial intelligence adoption and climate change. Students will be asked to confront the current challenges of our time and propose solutions that go beyond the existing institutional framework discussed in the course.

Cross-registrants are encouraged to apply.