Ett hållbart aktiebolag? - En studie om hur nya hållbarhetskrav påverkar aktiebolagsrätten

Sammanfattning: Climate change has become increasingly urgent in recent years. Around the world, natural disasters are occurring due to global warming and the global average temperature is well above the 1.5°C target. In order to achieve chang-es, the world, countries, companies, and individuals need to take action. In response to the climate crisis, the United Nations and the EU have developed international agreements, guidelines, regulations, and directives in recent years, all aimed at reducing climate footprints and achieving climate goals. On February 23, 2022, the European Commission presented a proposal for a Corporate Sustainability Due Diligence Directive (CSDD-Directive), which focuses on sustainability from both a social and environmental perspective. On July 1, 2023, the European Parliament voted on the proposal. Among oth-er things, the CSDD-directive requires companies to exercise due diligence on the environment and sustainability and to mitigate potential and actual negative impacts on the environment. Only large enterprises that meet the thresholds of the CSDD-directive are subject to these requirements. However, small, and medium-sized enterprises are also affected by the CSDD-directive as large companies must carry out due diligence on the value chain. Along with other EU directives and regulations in sustainability, there are also requirements for sustainability reporting, which means that higher requirements in relation to environmental and climate work are imposed on companies than before. When implementing the CSDD-directive on due diligence and the other EU directives and regulations, several different elements need to be considered to en-sure legal certainty. Ever since the first Companies Act was adopted in Sweden in 1848, there has been a profit purpose. Swedish corporate governance has thus been based on the shareholder model, where the main purpose is to provide as much return as possible to the shareholders. An implementation of the CSDD-directive may affect the purpose of a limited liability company as companies need to meet the sustainability requirements that are set. Thus, this means that the stakeholder model and values other than just profit must be considered to a greater extent than before. If a company fails to comply with the due diligence requirements, a sanction will be imposed on the company. However, it is not specified how the number of damages is calculated, which has a negative impact on legal certainty. At the same time, the management of a company has significant responsibility for ensuring that the company complies with the requirements. The CSDD-directive does not impose a penalty on company management. Therefore, it is important to clarify the issue of liability to ensure legal certainty.