LAW AND DEVELOPMENT

Mario Manna, Kleoniki Pouikli

Instructional goals

The course aims to provide students with an advanced understanding of the role of law and public policies in economic development processes, with particular attention to the interactions between legal institutions, markets, and objectives of inclusive and sustainable growth. Through an interdisciplinary approach, the course examines how rules, contracts, property rights, forms of public and private governance, and soft law instruments affect the ability of economic systems to attract investment, allocate resources, and address global challenges such as climate change and digital transformation. The objective is to develop critical analytical skills for assessing legal institutions as levers of development and for evaluating economic and regulatory policies across different institutional contexts.

Prerequisites

A basic knowledge of the main concepts of public and private law is required, together with fundamental notions of political economy and market functioning. A preliminary familiarity with public institutions, firms, and contracts is also desirable. Students are expected to be able to read and discuss legal and policy texts in English.

Intended learning outcomes

By the end of the course, students will be able to understand and explain the role of law as an infrastructure for economic development, distinguishing between different institutional models and regulatory approaches. They will be able to critically analyze the impact of legal rules on markets, firms, and public policies, assessing the contribution of instruments such as contracts, property rights, enforcement mechanisms, and soft law to objectives of growth, inclusion, and sustainability. Students will also acquire analytical skills useful for interpreting case studies and development policies.

Course Contents

The course examines the relationship between law and sustainable development through the interactions among public institutions, markets and private organizations. Following an introduction to Law and Development and to public- and private-law tools, the course addresses outcome contracts, Public-Private-Community Partnerships, corporate governance and corporate purpose, the corporation as a commons, dual-purpose enterprises, stewardship and steward-ownership, and the European sustainable-finance framework. The second part analyses public intervention in the economy and the green transition, focusing on EU climate law, carbon markets, climate liability, the circular economy, green public procurement, State aid, EU funding and investment law. Theoretical lectures are combined with group presentations, discussion and case analysis.

Reference Books

Reference materials include the academic articles, book chapters, legal sources and policy documents listed in the extended programme. Core readings include: M.M. Prado, “What is Law & Development?” (2010); C. Iaione and M. Manna, “Outcome Contracts and Partnerships” (2025); H. Hansmann and R. Kraakman, “The End of History for Corporate Law” (2001); S. Deakin, “The Corporation as Commons” (2012); L. Ventura, M. Manna and J. Manuwa, “Benefit Corporation, Dual-Purpose Entities and State-Owned Enterprises” (2025); L.A. Bebchuk, A. Cohen and S. Hirst, “The Agency Problems of Institutional Investors” (2017); A. Sanders and N. Neitzel, “Steward Ownership” (2025); S.N. Gary, “The Oregon Stewardship Trust” (2020); S. Owens, The EU Green Deal and the Sustainable Finance Framework (2025); C. Consolandi and J. Hawley, “From ESG to Sustainable Impact Finance” (2025); M. Bartl, “Socio-Economic Imaginaries and European Private Law” (2019); M. Mazzucato, “Mission-oriented innovation policies” (2018); S. Oberthür and I. von Homeyer, “From emissions trading to the European Green Deal” (2023); B. Johannsen, L.J. Kotzé and C. Macchi, “An Empty Victory?” (2025); N.M.P. Bocken et al., “Product Design and Business Model Strategies for a Circular Economy” (2016); A. Terzi, M. Sherwood and A. Singh, “European Industrial Policy for the Green and Digital Revolution” (2023); K. Tienhaara et al., “Investor-state dispute settlement: obstructing a just energy transition” (2023). Additional materials will be provided through the course platform.

Teaching Methods

Participatory theoretical lectures, combining instructor-led teaching with spontaneous student interventions and workshop-style sessions focused on the in-class preparation of group assignments.

Assessment Method

Oral tests during lessons and written examination.

Thesis assignment criteria

Interest in the subject matter and the topics covered, and an aptitude for theoretical and empirical research.

Week 1

Foundations of Law and Development, Public Law and Private Law | • Rules, methods and plural approaches to Law and Development | • Formal and informal institutions and the limits of legal transplants | • Public-law tools and multilevel governance of sustainable development | • Outcome contracts, co-governance and housing justice

Week 2

From Housing Rights to Enforceable Duties and Corporate Purpose | • Financing social outcomes and private-actor obligations | • Community Land Trusts and Public-Private-Community Partnerships | • Separation of ownership and control and agency problems | • Shareholder primacy, stakeholder governance and corporate purpose

Week 3

Shareholderism, Stakeholderism and the Corporation as a Commons | • Critiques of stakeholder governance and managerial accountability | • Corporate purpose and corporate values as governance tools | • The distinction between the firm and the corporation | • Participation rights, institutional sustainability and long-term value creation

Week 4

Dual-Purpose Enterprises and Stewardship | • Benefit corporations, Community Interest Companies and other hybrid models | • State-Owned Enterprises as institutional stewards | • Institutional investors, stewardship codes and Shareholder Rights Directive II | • From investor stewardship to corporate stewardship

Week 5

Steward-Ownership and EU Sustainable Finance | • Dedicated corporate forms, asset locks and separation of control and economic rights | • Purpose trusts and durable mission protection | • EU Taxonomy, SFDR, CSRD and European Green Bond Standard | • Double materiality, DNSH and the prevention of greenwashing

Week 6

From ESG to Sustainable Impact Finance and Legal Imaginaries | • Coherence and limits of EU sustainable-finance regulation | • Portfolio alignment and real-world impact | • Divestment, engagement, stewardship and impact investing | • Socio-economic imaginaries and reframing the public-private divide

Week 7

The State, the Market and the Green State | • Externalities, public goods, information asymmetries and distributive justice | • Public choice, regulatory capture and government failure | • Regulation, taxation, subsidies, disclosure, public ownership and planning | • The entrepreneurial state, mission-oriented policies and decarbonisation

Week 8

EU Climate Law and Carbon Markets | • European Climate Law and the 2030, 2040 and 2050 targets | • EU ETS and ETS2 as cap-and-trade instruments | • Carbon Border Adjustment Mechanism and carbon leakage | • Fit for 55, the Effort Sharing Regulation and industrial decarbonisation strategies

Week 9

Climate Liability of States, Companies and Financial Institutions | • Climate litigation against states and its human-rights foundations | • Corporate litigation and emission-reduction duties | • CSDDD and environmental due-diligence obligations | • Greenwashing, directors’ duties and financed emissions

Week 10

Circular Economy Law and Business Models | • Waste hierarchy, by-products and end-of-waste | • Extended Producer Responsibility | • Ecodesign for Sustainable Products Regulation and Digital Product Passport | • Right to repair and product-as-a-service, remanufacturing and secondary raw-material models

Week 11

Public Money for the Green Transition | • Green and strategic public procurement as demand-side instruments | • Definition, control and compatibility of State aid | • CEEAG and the Clean Industrial Deal State Aid Framework | • EU funding, green conditionality and European industrial policy

Week 12

Investment Law and the Energy Transition | • Investment treaties, fair and equitable treatment, expropriation and ISDS | • Disputes concerning renewables, fossil-fuel phase-outs and environmental regulation | • Energy Charter Treaty, intra-EU arbitration and coordinated withdrawal | • Reform of investment protection, regulatory autonomy and a just transition