The new Company Law: towards a Responsible Corporate Governance.

Abstract

This article deals with the relations between corporate governance and corporate social responsibility. It refers to the most recent amendments to Portuguese Company Law, especially in what concerns directors’ duties. It examines in particular the duty of loyalty and the corresponding duty to promote the success of the company provided in the English Company Act 2006, in light of the shareholder value primacy and the new enlightened shareholder value. It admits that there is a lack of instruments likely to allow stakeholders to react when faced with the non-compliance of the duty that falls upon directors, to have regard to their interests. It considers that the enlightened shareholder value is at the crossroads, between corporate governance and corporate social responsibility, and concludes that any solutions to the enforcement problem of corporate social responsibility involve necessarily instruments of corporate governance.