Abstract

The essay intends to explore the effects of the growing attention to sustainability in company law and, in particular, for ESG factors, especially in light of the new Corporate Sustainability Due Diligence Directive (CSDDD), on the duties of directors and on the protection of shareholders and stakeholders, hypothesizing possible compensation tools. In particular, after a first part dedicated to a succinct reconstruction of the current regulatory framework on sustainability, the paper wonders, in the illustrated framework, marked by an increasingly strong attention towards the interests of stakeholders, firstly, whether it exists (still) a protectable «profitable interest of the shareholders» and what are the tools aimed at such protection; secondly, it addresses the issue of the «interests of third parties» or, better yet, those anchored to the so-called sustainability and ESG factors, also taking into account the innovations brought by the CSDDD, identifying, in this case too, specific protection tools. Therefore, through the path described, the essay reaches a first conclusion, paving the way for subsequent developments of the research, which identifies in a new subjective legal position (inspired to a typical Italian administrative law concept), defined as the «legitimate interest in company law», the area of possible protection of the described interests of both shareholders and stakeholders.