Why and how has corporate social responsibility (or CSR) evolved, in the space of twenty years, from a subject that was mainly the result of voluntary action by companies to a field governed by rules, prescriptions, constraints and even sanctions? What goals has the law pursued and what levers has it used to do so?

According to the European Commission, CSR is "the responsibility of companies for the effects they have on society"^[1]. Let us also recall the definition given by the economist Henry Bowen, the inventor, in 1953, of the term "corporate social responsibility": "CSR refers to the obligations of businessmen to pursue those policies, to make those decisions or to follow those lines of action which are desirable in terms of the objectives and values of our society"^[2]. Indeed, it underlines that CSR does not only refer to objective effects on society and the environment, but also to values, which evolve over time. The responsibility in question is moral, not legal, but may also be, as climate and biodiversity issues become more important, a responsibility in the sense of the philosopher Hans Jonas^[3], for whom it is imperative for each person to act in such a way that the effects of his or her actions are compatible with the permanence of an authentically human life on earth.

Given the cardinal place of economy in our societies, the societal role of companies and the expectations placed on them have seen their importance grow dramatically in recent decades due to a number of factors. Among the main ones we can mention: the increasing importance of the challenges posed by sustainable development and the climate emergency; civil society's awareness of social, societal and environmental issues; the calling into question of the predominance of shareholders, in favor of the common interest of stakeholders and of the "raison d'être"; the emergence of the notion of  "contributive" company; the criticism of the short-termism of financial markets in favor of the long-term performance of the company and the awareness of market players that CSR^[4] is a relevant factor in long-term performance and that, conversely, underperformance in CSR matters carries potentially significant risks.

The economic sphere has seized upon these issues to accompany this evolution, and to some extent to gain a competitive and commercial advantage: labels and voluntary standards have appeared, non-financial information has developed, benchmarks have been drawn up to make this information more relevant, rating agencies and other service providers have developed an offer that makes it possible to pass an accurate judgment on this information, certain CSR principles have appeared in corporate governance codes, investors have begun to put pressure on companies and to use the means of action available to them (for example by filing say on climate resolutions). This process was accelerated by the pressure of the civil society and NGOs and encouraged by international institutions, with the drafting of texts that were not binding on companies, but to which companies were invited to refer to, thus completing the founding text on the subject, the OECD's guidelines for multinational enterprises dating from 1976^[5].

However, all this was not enough neither to lead companies into modifying their behavior to be in line with societal expectations and the requirements of national authorities and international institutions nor to oganize sufficiently the non-financial information made available by companies. This is why the law has gradually taken up these issues. This was done, first of all, through the adoption of a large number of regulations, both at the national and European levels, often passing certain provisions from soft law to hard law. In particular, the European Commission's political commitment to the Green Deal led the European institutions to adopt the European Climate Law^[6] (establishing the framework for achieving climate neutrality) and then to develop a whole agenda of regulatory deployment to accelerate the ecological transition, and more specifically one that is also a socially fair transition. But this evolution also took place through the mobilization of common law principles to sanction certain behaviors by the judge^[7].

To serve which purposes has the law seized upon CSR in this way? By looking at the reasons for the texts and decisions, it is possible to identify a certain number of objectives that the law has set for itself in terms of CSR, many of which are also reflected in the measures adopted in terms of soft law. The following objectives can be mentioned: to promote "virtuous" or "responsible" behavior on the environmental, social, societal and governance levels; to avoid "faulty" behavior on the same levels; to encourage the consideration of the long term; to improve the competitiveness and resilience of companies and their ecosystems; to improve the governance; to encourage the involvement of stakeholders and the taking into account of their interests in the management of the company; to encourage their protection and prevent risks; to encourage their participation in the fruits of the company's activity and the sharing of value; to accelerate the fair ecological transition and in particular, the fight against global warming, the adaptation to its effects and the fight against the erosion of biodiversity, bearing in mind in this respect the central role of the political commitment to the Green Deal, which has given rise to a large number of regulations; to inform, in particular investors, about the impacts, risks and opportunities arising from ESG issues (principle of double materiality); improving the trust that stakeholders place in companies; and encouraging the "channelling" of financing (public and private) and of customers towards companies that have a positive "impact" and/or a voluntary, "virtuous", efficient, transparent and sincere CSR approach and, in particular, that respect fundamental rights, contribute to the ecological transition and, more broadly, to sustainable development.

What legal levers are used to achieve these objectives? The observation of texts and decisions allows us to identify a certain number of them, which again often explain as well the measures adopted in terms of soft law: increasing the involvement and responsibility of corporate governance so that these subjects are taken into account at the highest level of the company and irrigate the company as a whole and in particular its strategy and business model^[8]; improving the quality of governance^[9]; increasing the involvement of funders and investors^[10]; encouraging the development of new economic models more aligned with the general interest^[11]; making the company accountable in relation to its value chain^[12]; organizing a transparency framework imposing the provision of reliable, sincere, relevant and comparable information on certain CSR criteria^[13] or on overall CSR performance (non-financial information, and in particular its two pillars: the taxonomy regulation^[14] which sets the nomenclature and common language describing sustainable activities and the CSRD - corporate sustainability reporting directive^[15] - facilitating the relevance and comparability of sustainability information), this transparency exercise having the merit of not only informing on what the company does in terms of CSR, but also strongly encouraging it to make progress on these subjects; regulating the commercial communication of companies to ensure its sincerity insofar as it refers to CSR elements and in particular when it uses environmental claims[^16]; organizing the involvement and consultation of stakeholders and their interest^[17]; facilitating the action of civil society and stakeholders^[18] and more generally make any CSR issue of a certain degree of materiality a legal issue by using the classic means of the law (prescription/incentive/deterrence/ prohibition/liability/sanction) both for financial actors and for the rest of the economy.

In the face of the multiplication of texts and litigation, and beyond the increasingly technical rules that must be known and mastered, remembering why and how the law is taking hold of CSR can enable companies to better understand what is expected of them in this area.

^[1]European Commission (2011). Corporate Social Responsibility: a new strategy for the EU for the period 2011-2014, Brussels, p.7..

^[2] Bowen, H. R. (2013). Social Responsibilities of the Businessman. University of Iowa Press.

^[3] Hans Jonas (1990). The principle of responsibility: an ethic for technological civilization

^[4] for "environment, social and governance", i.e. the way in which investors understand the company's CSR policy

^[5]OECD (1976). The OECD Guidelines for Multinational Enterprises, OECD Publishing. Updated in 2011

^[6]Regulation (EU) 2021/1119 of the European Parliament and of the Council of June 30, 2021.

^[7] Civil liability, "duty of care", Charter for the Environment, complicity in crimes against humanity.

^[8]Article 1833 of the French Civil Code, the draft directive on duty of care, the CSRD, measures to align the executive's compensation with ESG performance criteria.

^[9] this role being largely devolved to corporate governance codes.

^[10]SFDR regulation, SRD2 directive, ...

^[11]Hamon law of July 31, 2014 on social and solidarity economy , provisions of Pacte law on mission led companies (articles L. 210-10 and following of commercial code)

^[12]Law of March 27, 2017 on the duty of vigilance

^[13]The equity ratio, the September 5, 2018 law regarding equal pay, the "carbon" footprint...

^[14]Regulation (EU) 2020/852 of the European Parliament and of the Council of June 18, 2020 on establishing a framework for sustainable investment and amending Regulation (EU) 2019/2088

^[15]Directive (EU) 2022/2464 of the European Parliament and of the Council of December 14, 2022

^[16]Mobilization of Articles L. 121-2 to L.121-4 of the French Consumer Code on deceptive commercial practices, of the provisions of the AGEC and climate and resilience laws

^[17]Law on the duty of vigilance, of which the relief judge of has recalled, in two recent decisions, that establishing a dialogue between the company and its stakeholders is a substantial element of the law: TJ Paris, Feb. 28, 2023, No. 22/53943; TJ Paris, Feb. 28, 2023, No. 22/53942

^[18] Group action (a bill is currently discussed at parliament to unify existing regimes), extended admissibility of the action of NGOs, or even "any interested person", whistleblowers.