451 Abstract Several studies have nowadays been dedicated to innovative companies’ financing (particularly through venture capital) and to the integration of sustainability issues in corporate law. This paper sets out to analyse the interactions between these two topics, highlighting the potential benefits of integrating sustainability objectives early in business development. After a brief analysis of the drivers for integrating sustainability into investment activities in general, including in the light of the most recent pieces of legislation emerged in EU law, the paper explores the compatibility of venture capital fund investment objectives with the financing of innovative companies that include sustainability issues in their investment policies. It concludes by pointing out that this shift toward sustainability is, at least for now, primarily driven by private contracting rather than mandatory legislation. Thus, the paper examines the specific governance tools and contractual models used by venture capitalists, which appear particularly well-suited to enabling financed companies to assess and periodically monitor the integration of sustainability factors as part of their activities.

551 Abstract Corporate purpose is being reimagined away from profit and shareholder value maximisation, towards a wider, more sustainable, social corporate purpose (SCP), thereby potentially involving a wider range of stakeholders in corporate governance and creating value for wider society. However, it is argued that such a reimagination needs to take account of the embedded nature of the shareholder primacy value within both law, individual companies, and wider societal practices. Luhmann’s systems theory is deployed here to identify the specific legal and extra-legal challenges that those wishing to steer corporate purpose towards SCP are likely to face. Existing socially orientated corporate governance initiatives, such as corporate social responsibility (CSR), are also critiqued with reference to systems theory. The potential for steering corporate purpose is also examined, along with indicative doctrinal solutions. 552

475 Abstract Today, we are facing one of the most severe crises of our time: the climate crisis. With the climate crisis, corporate disclosure requirements have been refocused on the function of promoting climate and social policy objectives. Legislators are mandating the disclosure of sustainability-related information in an attempt to steer corporate behaviour. In line with this, the European Union is using the disclosure requirements set out in the Corporate Sustainability Reporting Directive (CSRD) as a regulatory instrument to achieve the goal of a sustainable future. However, micro companies and non-listed SMEs are exempt from these sustainability reporting requirements. Moreover, following the introduction of the CSRD, the EU is faced with the dilemma of balancing sustainability with economic competitiveness. In order to strengthen Europe’s economy and boost competitiveness, the European Commission seeks to reduce the scope of the CSRD to large companies with more than 1,000 employees under the current “Omnibus I Proposal”, whereas the Committee on Legal Affairs of the European Parliament aims to cut it to companies with over 3,000 employees and a net turnover exceeding EUR 450 million. In light of these developments, this paper examines whether it would be coherent with the CSRD’s goal of a sustainable future to further limit the scope of companies or whether all SMEs should be subject to mandatory sustainability reporting. 476

519 Abstract In this article, we start by analyzing the relevant provisions of the European Directive that deals with the capital maintenance requirements. After identifying the concept of net assets as a key concept of such rules, we will then focus our analysis on the international accounting rules that allow us to distinguish liabilities from net assets. Moving on to describe some situations where the lack of articulation between the European rules on capital maintenance and the accounting rules produces undesirable results, we will finish our paper with a proposal to amend the relevant International Accounting Standard.

340 The objective of this article is to briefly albeit systematically present the EU framework governing early intervention measures (EIMs) in the banking sector. It is structured in four sections as follows: Section A contains a general overview, discussing early intervention within the system of bank crisis prevention, the related international financial standards and the sources of rules under EU law (namely, the BRRD, the SRMR and the SSMR). Section B, on the rules of the BRRD, sets out their system, and then discusses the EBA Guidelines on triggers for use of EIMs, the consistency of Article 104 CRD IV with Article 27 BRRD and the relationship between precautionary recapitalisation and EIMs. In turn, Section C, on the rules of the SRMR, analyses Article 13 SRMR and then presents the exercise by the ECB of its power to apply EIMs, the obligations imposed on the ECB and the relevant NCA and the SRB’s role, as well as the powers of the SRB. Finally, Section D discusses the way forward on the basis of the proposed amendments under the CMDI framework reform package.

414 Depositor protection as an element of financial stability is the public policy objective of deposit guarantee schemes (DGSs). To that end DGSs contribute to the management of bank crises. Any such intervention needs be measured through the lens of proportionality, whose assessment depends on a number of elements (objectives, mandates, insurance logic, institutional models, crisis management strategies and tools as well as the applicable legal framework). The practice of proportionality takes into account all those factors, but it also shows some space for improvement that the 2023 European Commission proposal for the reform of the EU crisis management and deposit insurance framework tries to fill in. Such an initiative confirms the need to favour a flexible and reliable use of DGS funds for crisis management purposes in order to fulfil the aforementioned public policy objective.

310 The Bank Recovery and Resolution Directive (BRRD) distinguishes between crisis prevention and crisis management measures. The former, including early intervention measures, are the responsibility of the supervisory authority, while resolution is the responsibility of the resolution authority. In outlining this distinction, the BRRD also clarifies the scope within which early intervention measures can affect shareholders’ rights. It is made clear that such tools cannot dissolve corporate bodies and suspend the functioning of the shareholders’ meeting. Such effects are typical of resolution as a crisis management measure. The European Central Bank is now the competent authority for applying early intervention measures to significant banks. In this context, it is responsible for enforcing relevant EU and national legislation. However, Member States’ legislation may differ from European law. One example is the Italian extraordinary administration. This procedure, which falls somewhere between early intervention measures and administrative compulsory liquidation, differs in many respects from the provisions of Article 29, BRRD. This led to a dispute over the annulment of the extraordinary administration measure adopted by the European Central Bank with regard to Banca Carige. Against this backdrop, the paper aims to verify the compatibility of Italian legislation with European law. It concludes that domestic law has not complied with the BRRD insofar as it has regulated a procedure that corresponds to a crisis management tool as a preventive measure. The paper also analyses the relationship between EU law and non-compliant national law, concluding that the former takes precedence in the event of a conflict.