任意ESGを超えて：英・EU・米における企業サステナビリティの比例的な法的アーキテクチャ

Unofficial AI-generated summary based on the public title and abstract. Not an official translation.

🔬研究者:比較法・開示規制研究における『ESG法』の分解枠組みを提供する。

🏢実務担当者:開示・DD・製品表示それぞれで求められる義務の性質が異なることを踏まえたコンプライアンス設計に使える。

🏛政策担当者:任意と義務の境界設計、特に比例性とセーフハーバーの設計に直接参考になる。

Should environmental, social and governance responsibility remain voluntary, or should companies face stronger legal obligations? The question is often framed as a binary choice between market-led responsibility and mandatory “ESG law”. That framing is misleading. ESG is not a single legal object. It combines investor facing risk disclosure, corporate governance processes, impacts on workers and communities, environmental externalities, supply-chain due diligence, product claims and contested questions of corporate purpose. A legal rule capable of governing one of those matters may be unsuitable for another.  <div> <br> </div> <div> This article compares the United Kingdom, European Union and United States at a moment of regulatory reversal and divergence. The United Kingdom has issued UK Sustainability Reporting Standards S1 and S2 and is considering their use in listing rules, while retaining an enlightened-shareholder-value model and a largely disclosure-led architecture. The European Union continues to recognise double materiality and mandatory sustainability due diligence, but Directive (EU) 2026/470 sharply reduced the scope and remedial ambition of the Corporate Sustainability Reporting Directive and Corporate Sustainability Due Diligence Directive. The United States retains a financially material, anti-fraud baseline at federal level; the Securities and Exchange Commission has proposed rescinding its stayed 2024 climate-disclosure rules, while California continues to implement a more prescriptive emissions regime.  </div> <div> <br> </div> <div> The article argues that ESG should not remain wholly voluntary, but neither should legislatures enact an open ended duty to pursue “ESG”. A defensible regime must disaggregate the field. It should impose: (i) universal anti-deception rules for sustainability claims; (ii) standardised, assured and digitally usable disclosure for listed companies and large private companies; (iii) board responsibility for sustainability-related risk systems; and (iv) risk-based environmental and human-rights due diligence, remediation and liability for the largest or highest-impact firms. Smaller companies should face simplified and graduated duties, protected by value-chain information caps and safe harbours. Outcome duties should be enacted through defined environmental, labour, equality and human-rights law rather than smuggled into a vague corporate-purpose obligation. This modular model combines a mandatory floor with room for voluntary ambition, preserves managerial discretion over lawful strategy, and makes accountability turn on verifiable claims, reasonable processes and legally specified harms.. </div>

• openaire https://doi.org/10.2139/ssrn.7264964first seen 2026-11-05 04:45:40