While legal tools are essential for fostering corporate accountability and safeguarding the interests of affected stakeholders, Italian corporate law has traditionally prioritized shareholder welfare as the primary concern for directors in fulfilling their fiduciary duties. This emphasis has created a corporate legal framework that largely overlooks the role of non-shareholder stakeholders in corporate governance and limits the legal remedies available to address adverse impacts on these groups. As a result, imbalances emerge in the management of shared natural resources, such as water, land, and air, where vulnerable communities often suffer harm from environmental degradation caused by corporate activities.
My presentation examines the underlying causes of this imbalance and explores whether more stakeholder-inclusive approaches might be viable, drawing on Italian corporate legal literature from recent decades. I identify the influence of Economic Analysis of Law (EAL) and neoliberalism on Italian corporate law theory as key factors contributing to this shareholder-centric approach. Concepts such as market fundamentalism, the principal-agent model of the corporation, shareholder welfare maximization, and fragmented legal analysis based on transactional efficiency have collectively favored market efficiency and shareholder interests over social and environmental concerns, reducing corporate accountability to non-contractual stakeholders.
In addition, I consider the Theory of the Commons (ToC), originally developed by Elinor Ostrom in the United States and expanded by Italian scholars Stefano Rodotà and Ugo Mattei, as a promising alternative framework for rebalancing the relationship between local communities and corporations within Italian law. The commons framework, which integrates a social system encompassing a shared resource, a community of users, and collective governance mechanisms, appears well-suited to address Italy's current gaps in legitimacy and protection for local communities as corporate non-shareholder stakeholders. It recognizes communities as legitimate rightsholders in corporate governance, introduces social utility as a metric for assessing corporate activities in relation to community interests, and aligns fully with Italy’s constitutional principles of solidarity, human dignity, and environmental protection (Articles 2, 9, and 41, paragraph 2 of the Italian Constitution).
