This article argues that, despite persistent conceptual disputes, shareholder democracy should be conceptualised as an ideal type for assessing the legitimacy of corporate power allocation under specific legal and economic conditions. Anchored in the principle of shareholder empowerment, it treats shareholder democracy as a normative project whose practical meaning depends on whether corporate decision-making is effectively horizontalised or merely formalised as such. Using Brazil as a case study, the article argues that shareholder democracy cannot be meaningfully implemented without prior dilution of control. Where control remains concentrated - or is only apparently diluted - shareholder empowerment ceases to function as a check on power and is converted into a mechanism of shareholder tyranny.
The double materiality requirement (DMR) is central to the information disclosure regime created by the Corporate Sustainability Reporting Directive and the European Sustainability Reporting Standards (ESRS). However, prior research suggests that assessing materiality negatively impacted on the relevance and accuracy of information disclosures. Whether the DMR will produce similar effects on the quality of sustainability-related disclosures is unclear. Using content analysis of policy documents, this article identifies and discusses the effects of the DMR on reporting quality as perceived by stakeholders during the ESRS rule-making process. Relative to a fully prescriptive regime, the DMR offers greater flexibility to make reporting decisions. Nevertheless, flexibility gains are counteracted by problems of implementation, standardisation and trustworthiness. Since the DMR is principles-based and enables the exercise of managerial discretion, mechanisms to monitor discretion are proposed to mitigate negative effects on reporting quality, including audit committees, external assurance, as well as supervisory and enforcement actions.
