The paper is about domestic laws’ response to the greater need of publicly listed corporation to be accountable to the public in accordance with international law. The paper is dedicated to the transparency of multinational corporations listed and incorporated in Germany, the United Kingdom, the United States and Switzerland. Under these applicable laws, transparency of publicly listed corporations has significantly changed in the last decade. Some countries oblige corporations to disclose non-financial and financial information immediately; others merely require periodic reporting of financial information. In particular, the connection between Impact Investor, an investor that invests based on social or environmental criteria in addition to the financial performance, and the investment target, publicly listed corporations contributed to some change.
The applicable law provides a minimum standard of transparency. This minimum standard defines how the reasonable investor invests in the publicly listed corporation. Depending on this standard, the responsibility owed by the publicly listed corporation extends from the shareholder, several stakeholders to the public. Reasons for these differences lie in the greater accountability of publicly listed corporations from shareholders, to stakeholders or even the public. The OECD’s different standard on Corporate Governance, the Ruggie principles and other recommendations of non-governmental organisations (NGO) keep shaping the accountability under the applicable law. These standards provide guidance to corporations to voluntarily implement greater responsibilities beyond the minimum standard in the form of Corporate Governance. However, once publicly listed corporations implement these standards, the applicable law seem to not adequately impose duties on publicly listed corporations to disclose the information under its self-imposed standard to stakeholders or even the public.
The paper researches the problem of transparency of publicly listed corporations in European Union, in particular Germany and the United Kingdom, as well as the United States and Switzerland wither regard to impact investors. Its hypotheses is that the applicable law lacks clear wording that transfers voluntary standards into binding law.
The paper will not focus on obligations of corporation established under contracts with groups of shareholders. It will also not focus on stock market programmes to audit corporations based on environmental and social criteria. The paper excludes inter partes obligations because they give the contracting party merely a right to rely on the disclosure. The paper will also not look at methods for evaluation of non-financial information with regard to publicly listed corporations.
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