Sostenibilità “esterna” (ESG) e diritto dell’impresa societaria1

Despite the increasingly frequent and promiscuous use of the term, the debate on "sustainability" may take a well-established distinction between "internal sustainability", understood as the stability and therefore the business continuity of a company, and "external sustainability", understood primarily as the company's non-harmfulness to the surrounding environment. External sustainability (ESG) for companies is not only an unavoidable requirement in terms of competition in and for the market: it has been observed that climate change is a financial risk that threatens the stability of the financial system. However, the challenge of sustainable transition cannot be met by incorporating market best practices, but only by transforming the market and therefore the business production model, as sustainability is a systemic property for which the virtuous behavior of individuals is irrelevant, or at least barely effective. It is therefore not unreasonable to state that external sustainability generally supports external sustainability and therefore the financial stability of the company, rather than conflicting with it, and that it serves to safeguard business continuity, which is its prerequisite. The Italian Civil Code, unlike the Italian Constitution, does not explicitly mention sustainability, but it can be said that, at least for collective entrepreneurs, assessing the resilience of their business model with respect to sustainability objectives is part of the "duty to establish an adequate organizational, administrative, and accounting structure".