Paola Iamiceli

New Frontiers in the Legal Structure and Legislation of Social Enterprises in Europe: A Comparative Analysis

This paper aims at presenting and discussing policy issues regarding the legal structure and legislation of the social enterprise through the lenses of recent law reforms in Europe. The legislation of seven countries is analysed: Portugal, France, Poland, Belgium, the United Kingdom, Finland and Italy. National models are compared distinguishing them according to the legal form and the main rules concerning asset allocation, governance and responsibility. Aware about the specificity that the legal, social and economic context may entails in each legal system, the authors conclude that, in order to promote a distinctive role for social enterprise in Europe, the law should guarantee: a control mechanism over the social nature of the finality pursued by the organisation, as defined at least per broad principles by the law; the enforcement of a positive (although not total) assets lock to ensure the achievement of social goals; the possibility for the enterprise to sustain its own activity through remunerated financing; a certain degree of stakeholders’ interests representation inside the governance of the enterprise, with specific but not necessarily exclusive representation with regards to beneficiaries and employees; the enforcement of a non-discrimination principle concerning the composition of membership, if any; the enforcement of a democratic principle inside the governing bodies which allows pluralism, fair dialogue and no emergence of controlling rights, unless in favour of non profit organisations which share the social goals and the democratic nature of the social enterprise; an adequate degree of accountability which allows sufficient information disclosure, also in favour of third parties, about the governance and the activity of the social enterprise.

Private Regulation and Industrial Organisation: The Network Approach

The paper investigates the relation between private transnational regulation through standards and the formation of transnational networks. More particularly, focusing on standards compliance, the analysis is intended to test whether private regulation induces the existence of networks able to: (a) enhance the efficiency and effectiveness of compliance coordination in accordance with a “whole-chain supply approach” to safety regulation; (b) contribute to monitoring along the chain, even when this function is in different ways performed by other players (public authorities, independent certifiers, etc.); (c) possibly and eventually redistribute costs of compliance along the chain. Starting from the observation of contractual practices, mainly within supply chains subject to international certification schemes (for example in the case of food supply chains), different models of networks will be compared depending on: (i) the allocation of monitoring and sanctioning powers (these being assigned to producers, traders or independent actors); (ii) the means of monitoring (peer monitoring v. more formalised monitoring duties); (iii) the types of sanctions (particularly, label/certificate suspension or revocation); (iv) the structure of the network (as based on merely linked contracts or on a mix of contractual and organizational relations).