CORPORATE SOCIAL RESPONSIBILITYPDF电子书下载

Introduction 1

1 Multinational corporations, states and international regulation: historical background 6

Introduction 6

What are “multinational corporations”? 6

Multinational corporations and states 8

Explaining the relationship between the states of the North and MNCs: the mercantilist origin of the multinational corporation 8

Corporations and the transatlantic slave trade 10

Corporate colonialism 12

Multinational corporations in the Second World War 17

Multinational corporations and the nascent states of the South after independence: changing roles 20

Summary 22

2 Major attempts at the international level to control multinational corporations 23

MNCs and international law 23

International human rights instruments 25

International institutions 28

The special representative of the secretary general on the issue of human rights and transnational corporations and other business enterprises 44

Developments in international environmental law: a brief discussion 49

Summary 54

3 Corporate social responsibility and its relationship to law 55

Introduction 55

Evolution of the CSR concept 55

The emergence of CSR in the United States 56

CSR in the United Kingdom 61

CSR in Europe 61

CSR in the context of developing countries 66

Defining CSR 67

CSR and the law: how should the law respond to the CSR concept? 70

CSR and the law: perspectives 74

Theoretical justification for CSR 77

Understanding the emerging responsibilities of modern corporations: a social contract approach 80

What questions does CSR raise for law? 81

The shortcomings in the understanding of the nature of the corporation by ethicists and philosophers and the problem of ascribing morality to the corporation 83

The modern corporation and legal theories 87

How are corporations conceived of today? 94

The autonomy of the corporation 95

The social contract as justification for CSR 97

The social contract: Donaldson's approach 98

Criticisms of Donaldson's analysis 100

The social contract, morality and corporations: a different approach 101

The social contract, the law and international human rights law 106

Summary 109

4 Legal and institutional framework and the control of multinationals in developing countries with a focus on Nigeria 110

MNCs and CSR in Nigeria 111

Colonial administration and the oil industry 112

Legal developments after Nigeria's independence and the indigenisation policy: a synopsis 113

The Nigerian context in modern times 116

Nigerian company law and the control of MNCs 118

Domestic tort law and MNCs 129

MNCs and human rights in Nigeria 132

The criminal liability of corporations under Nigerian law 141

Workers' protection and MNCs 142

MNCs and anti-corruption laws 147

Controlling MNCs under host state law: possibilities in Nigeria 152

Some suggestions for reform in Nigeria 163

Other areas 166

Recent development: the Nigerian Corporate Social Responsibility Bill 2008 167

Summary 169

5 Regional human rights system and multinational corporations: the case of the African regional human rights system 170

Introduction 170

State responsibility in context: state responsibility for human rights violations by private actors under international law 171

The African regional human rights system 177

The African Charter on Human and Peoples' Rights and Private Parties/MNCs 179

The African Commission on Human and Peoples' Rights, the African Charter and multinational corporations 181

The African Court on Human and Peoples' Rights (ACrtHPR) 195

The African Court ofJustice and Human Rights: potential implications 200

The African Union Convention on Preventing and Combating Corruption and MNCs 202

Summary 206

6 The European Union and corporate responsibility in vulnerable states 207

Introduction 207

The European Union, human rights and CSR 207

The EU and developing countries 208

CSR as a strategy within Europe and its external dimensions 209

Trade and human rights 215

Can the EU pursue human rights objectives in its trade arrangements in view of World Trade Organization's rules? 216

The EU, trade agreements and human rights 225

The significance of human rights clauses 227

Human rights clauses as a strategy in EUExternal relations 227

EU competence to include human rights clauses in international agreements 228

The example of the ACP-EU agreements: legal issues 231

ACP and the EU 233

The application of the human rights clauses and multinational corporations 240

Economic Partnership Agreements and human rights clauses 242

Summary 248

7 Judicial process as a means of promoting corporate responsibility abroad: extraterritoriality 249

The concept of extraterritoriality 249

The possibility of judicial oversight of MNCs in the EU 259

Summary 273

8 The foundation for a global company law for multinational corporations: the complementary role at the international level 274

MNCs and domestic company law paradigm 274

Delineating regulatory space at the international level 276

Corporate autonomy: Hansmann and Kraakman, and Iwai's propositions and Backer's analysis 276

The Norms: a disguise for an “international company law”? 279

The Norms and the regulatory space at the international level 279

An innovative framework for regulating the global corporations: a proposal 282

Summary 285

Conclusions 286

Selected bibliography 288

Index 291