This dissertation of Irem Akin examines how the growing prominence of corporate sustainability reshapes directors’ duties and liabilities in the context of corporate law. The central research question is how, and to what extent, evolving societal and legal norms on sustainability are reflected in the codification and interpretation of directors’ duties, and what implications this has for directors’ internal and external liability. The dissertation consists of two theoretical chapters and three comparative analytical chapters, followed by a reform proposal. The theoretical chapters address the conceptualisation of corporate sustainability and the corporation itself. The comparative chapters examine the codification of directors’ duties, their interpretation, as well as the impact of these codifications and interpretations on directors’ internal and external liability in relation to corporate sustainability. Methodologically, this thesis makes use of both doctrinal legal research and comparative legal analysis. The comparative focus lies at the EU level and on two Member States: France and the Netherlands. At the EU level, the dissertation analyses the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CSDDD) as key instruments addressing corporate behaviour in relation to human rights, the environment, and climate change. At the national level, the thesis centres on France and the Netherlands. These jurisdictions are selected due to their contrasting legal techniques in addressing corporate sustainability. France has taken a more progressive approach in terms of codification, illustrated by the Loi Vigilance (2017), the Loi Pacte (2019), and the special liability framework created under the préjudice écologique regime. By contrast, Dutch courts have played a particularly dynamic role through the interpretation of open norms such as the corporate interest (vennootschappelijk belang) and the societal duty of care (maatschappelijke zorgplicht), which enable potential entry points for the integration of corporate sustainability. In line with these conceptual and territorial delineations, the dissertation explores both the possibilities and the inherent limits of integrating sustainability into directors’ duties and liabilities under existing law. In its concluding chapter, the dissertation advances a reform proposal aimed at strengthening the integration of corporate sustainability within corporate law. Drawing on developments at the EU level and national experiences in France and the Netherlands, the proposal advocates for clearer codification in the Netherlands concerning directors’ duty of care to act in accordance with the company’s ‘societal and environmental duty of care’. Beyond a doctrinal and comparative legal analysis, the research also addresses broader questions concerning the role of corporate law, as a branch traditionally situated under ‘private’ law, in responding to sustainability challenges related to ‘public’ interests, while critically addressing issues of legal certainty and legitimacy. It also examines the reciprocal relationship between the modern corporation and the wider society and environment in which it operates. This thesis is both academically and socially significant as it addresses one of the defining challenges of our time: how corporations and their directors should respond to the sustainability crisis. A crisis affecting all living beings, now and in the future, whose well-being depends on the stability of our shared world.
Akin defended her dissertation on December 5th 2025 at the Erasmus University Rotterdam. Supervisors: prof. mr. dr. Maarten Verbrugh and prof. mr. dr. Kid Schwarz.
Irem Akin
The impact of corporate sustainability on directors’ duties and liabilities. A comparative legal study
Wolters Kluwer, IVOR Series, nr. 136, 412 p., € 92,50
ISBN 978 90 1318 406 8