UCL Faculty of Laws


Corporations, Finance, and the Environment (LAWS0324)

This course provides students with a thorough understanding of private and public initiatives related to sustainability nationally and internationally.

This course provides students with a thorough understanding of private and public initiatives related to sustainability being deployed at the national and international level, combining insights from corporate law, financial regulation, development law, and international environmental/climate change law.  

As sustainable finance products and regulation are becoming increasingly relevant across jurisdictions, there is a significant number of fast-evolving international standards and leading jurisdictional regulatory regimes that differ from each other. With that in mind, this module will systematically examine the jigsaw pieces of relevant regulatory frameworks by combining views and challenges arising from markets and states. 

The module will consider the key characteristics and incentives for corporations to deal (or fail to deal) with growing sustainability challenges, as well as some of the tools that have developed in recent years with the aim to allocate capital and direct corporate actions towards sustainable goals. The module will also introduce the regulatory policies and frameworks for popular sustainable finance products, i.e. sustainably/responsibly/ESG labelled investment funds as well as green bonds, biodiversity bonds, and social impact bonds. Moreover, the module will consider how particular segments in finance – banks, investment funds, and insurance – are engaging with sustainability. 

This course will deliver research-led teaching on topical issues in corporate law and sustainability. It will provide a unique blend of theoretically rigorous training in law, economics and finance academic literature combined with a strong focus on practical case studies, the impact of these issues in the real economy, law reform, and policy considerations. The course will ensure that students have a theoretical grounding of interdisciplinary approaches to sustainability topics but also that they understand the practical importance of this theory and its underlying political economy. 

Module syllabus

Topics to be covered in the module include: 

  • Corporations and the Boundaries of Limited Liability 
  • The Role of Management and Corporate Purpose 
  • Disclosure, Metrics, Risk, and Transition Plans 
  • From Sustainable Finance to Transition Finance 
  • Sustainability-Linked and Transition-Labelled Bonds/Loans 
  • Banks, Central Banks, and Multilateral Development Banks 
  • Green/ESG Investment Funds and Regulatory Frameworks 
  • The Role of the Insurance Sector 
  • Ethics, Intermediaries, and ESG Infomediaries 
  • Climate Activism and Litigation 

Recommended materials

There is no single textbook for this module. However, students will find it useful to consult these materials: 

  • Celine Tan, ‘Private Investments, Public Goods: Regulating Markets for Sustainable Development’ (2022) 23 European Business Organization Law Review. 
  • Elizabeth Pollman, ‘The Making and Meaning of ESG’ (2022) European Corporate Governance Institute Law Working Paper No 659/2022. 
  • Mariana Mazzucato and Dani Rodrik, ‘Industrial Policy with Conditionalities: a Taxonomy and Sample Cases’ (2023) UCL Institute for Innovation and Public Purpose. 

Module reading lists and other materials will be provided via online module pages, once students have selected the course on enrolment. 

Preliminary Reading 

  • Mark Carney, ‘Breaking the Tragedy of the Horizon: Climate Change and Financial Stability’ (2015). Speech available at link. 
  • Alperen Gözlügöl and Wolf-Georg Ringe, ‘Private Companies: the Missing Link on the Path to Net Zero’ (2022) ECGI Law Working Paper No. 635/2022. 
  • David Ramos Muñoz and Agnieszka Smolenska, ‘The Governance of ESG Ratings and Benchmarks (Infomediaries) as Gatekeepers: Exit, Voice, and Coercion’ (2023) EBI Working Paper Series. 
  • John Armour, Luca Enriques and Thom Wetzer, ‘Mandatory Corporate Climate Disclosures: Now, But How?’ (2021) 3 Columbia Business Law Review 1085. 
  • Madison Condon, ‘Market Myopia’s Climate Bubble’, (2021) Utah Law Review. Available at link. 
  • Matteo Gatti, ‘Corporate Governing: Promises and Risks of Corporations as Socio-Economic Reformers’ (2023) ECGI Law Working Paper Series. Available at link. 
  • Steven Vaughan and Emma Oakley, ‘Gorilla Exceptions and the Ethically Apathetic Corporate Lawyer’ (2016) 19 Legal Ethics 70-75. 

Key information

Module information
Credit value:22.5 credits (225 learning hours) 
Convenor:Pedro Schilling de Carvalho 
Other Teachers:Allison Lindner; Jeff Twentyman, Steven Vaughan 
Teaching Delivery:10 x 2-hour weekly seminars, Term Two
Who may enrol:LLM students only
Must not be taken with:None
Qualifying module for:LLM in Corporate Law
LLM in Environmental Law and Policy
LLM in International Banking and Finance Law 
Practice Assessment:One formative essay
Final Assessment:Controlled Condition Exam (100%)