Journal of Corporate Governance and International Business Law

Emerging Corporate Governance Issues and Litigation Risks Due to ESG Norms: Striking A Balance Between Regulated Entities and Corporations

Dhriti Rohatgi — 2025-04-03

The growing interest of investors and global awareness of environmental, social, and governance (ESG) risks are reshaping corporate priorities. Firms face increasing pressure from investors, employees, suppliers, customers, and governments to integrate ESG considerations into their operations, implement mitigation measures, and report progress transparently. ESG performance is broadly categorized into three pillars: environmental, social, and governance, and it has become a key metric for evaluating a company’s broader impact beyond financial returns. In India, no specific ESG due diligence criteria or legislation mandating ESG compliance exists. The “environmental” aspect of ESG is covered indirectly under the Environment Protection Act of 1986 and various other environmental legislations. The “Social” aspect is, largely covered under the Consumer Protection Act
2019, Prevention of Money Laundering Act, 2002, Prevention of Corruption Act, 1988 etc. Lastly, the “Governance” aspect of ESG is covered under the Companies Act, 2013, SEBI regulations, the SARFESI Act and various other company law legislations. Further, environmental, Social, and Governance (ESG) principles are reshaping corporate finance, with Regulated Entities (REs) playing
a pivotal role in advancing net-zero financing and sustainable investments. As ESG regulations evolve, corporations face increasing pressure to integrate sustainability while managing financial viability. India’s regulatory landscape primarily includes the Business Responsibility and Sustainability Report (BRSR) and SEBI’s Green Bond Principles. This enhances transparency and accountability. However, challenges such as greenwashing risks, regulatory inconsistencies, and rising ESG-related litigation
create complexities for businesses and financial institutions. Strengthening governance, streamlining ESG disclosures, and fostering sustainable finance mechanisms are critical to mitigating these risks. Despite the hurdles, the transition towards green finance presents significant opportunities for economic growth and investor confidence. By aligning corporate strategies with sustainability goals and ensuring robust policy frameworks, India can bridge its ESG investment gap, support ethical financing, and accelerate its path to a net-zero economy.

Navigating International Arbitration: Key Conventions and Their Impact on Dispute Resolution

Saquib Ahmed — 2025-04-03

International arbitration conventions are essential for offering a methodical framework for settling disagreements resulting from cross-border agreements and transactions. This article looks at important international agreements that have influenced arbitration practices all over the world, such as the UNCITRAL Model Law on International Commercial Arbitration and the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention) of 1958.The New York Convention increases the legitimacy of arbitration as a dispute settlement process by making it easier for arbitral rulings to be recognized and enforced throughout its 169 signatory nations. It encourages international trade and investment by establishing that national courts must uphold arbitration agreements and enforce verdicts rendered in other jurisdictions. Furthermore, a thorough legal framework that unifies national arbitration rules is provided by the UNCITRAL Model Law, guaranteeing uniformity and equity in arbitral proceedings. This adaptability enables parties to customize their arbitration procedures to meet their unique requirements while upholding crucial due process protections. The effects of these accords on the efficacy, efficiency, and accessibility of international arbitration are further examined in this article. By examining how various legal systems interact, it demonstrates how international agreements help create a more stable and predictable setting for settling conflicts in a world economy that is becoming more intertwined by the day.

The Dual Role of Corporate Lawyers: Balancing Legal Responsibilities and Business Interests

Vartika Pandey — 2025-03-13

In the high-stakes arena of corporate transactions, lawyers wield significant influence that often extends far beyond the confines of boardrooms. This paper, The Dual Role of Corporate Lawyers: Balancing Legal Responsibilities and Business Interests, explores the ethical dimensions of this influential role. Traditionally, lawyers have argued that they bear no moral responsibility for their clients’ actions as long as those actions remain within the bounds of legality. However, in the intricate and rapidly changing field of corporate law, this viewpoint is becoming increasingly untenable. Corporate lawyers work in a domain where their decisions impact not just their clients, but also the wider community. This paper contends that given their substantial influence and the limited moral reasoning of corporate clients, lawyers can no longer distance themselves from the ramifications of their work. Instead, they should adopt a more mindful approach, weighing their clients’ interests against the broader societal consequences of their actions. By doing so, corporate lawyers can make a more meaningful contribution to both their clients and the community, ensuring that their legal expertise is in harmony with ethical values.

Towards a Balanced Approach: ISDS Alternatives for Sustainable Investment Protection

Aditya Porwal — 2025-04-04

Investor-State Dispute Settlement (ISDS) mechanisms have emerged as an important tool for resolving conflicts between foreign investors and host countries, aiming to provide neutral arbitration outside of domestic courts. Over time, however, ISDS has received widespread criticism over the years for its opacity, high costs, and disproportionate favouritism of investors, often at the expense of state sovereignty and public welfare. These concerns have prompted a global rethinking of how investment disputes are handled. In response to rising discontentment, countries are turning to alternatives that prioritize a long-term commitment while protecting state interests. India, which was once an enthusiastic supporter of ISDS through early Bilateral Investment Treaties (BITs), has significantly shifted its thinking. Its previous agreements, which were characterized by investor-centric provisions, left plenty of scope for broad and sometimes harmful interpretations by tribunals. The socioeconomic and regulatory landscape has since evolved, prompting the country to take a more balanced and forward-thinking stance. India’s 2016 Model BIT, which focuses on investor obligations and alternative dispute resolution, represents a significant departure from its previous pro-investor frameworks. This approach reflects an overall global movement toward solutions such as the European Union’s
Multilateral Investment Court (MIC) and the incorporation of mediation and conciliation into dispute resolution. The future of investment protection lies in models that not only protect investor rights but also ensure host countries’ sovereignty and sustainability, resulting in a more equitable and transparent global investment regime. There are various issues which the paper will be discussing and looking for a balanced approach in investment protection regime.