Gli obblighi di engagement degli investitori istituzionali e le tematiche ESG

The article deals with the engagement activity of institutional investors in listed investee companies, with specific reference to the orientation of such activity toward ESG factors’ protection. After having explained why lawmakers rely (also) on the role of institutional investors for the protection of such factors and having described the regulation contained in the Directive (EU) 2017/828 (“SHRD II”), the author expresses some doubts as to the reasonableness of placing high expectations on the engagement activity of institutional investors for the safeguarding of ESG factors. The article firstly highlights the limitations of institutional investors in developing engagement activity in general – indeed, they are discouraged from, if not structurally incapable of, developing effective engagement activity in investee issuers – and, subsequently, underlines the issues associated with entrusting the safeguarding of ESG factors to private entities. To this end, engagement duties to protect ESG factors are framed among the institutional investors’ fiduciary duties towards their clients. The article then concludes that institutional investors’ capacity to influence investee companies should be diminished rather than been expanded. Finally, two possible techniques through which such reduction of institutional investors’ ability to influence can be achieved are compared, with an analysis of their main problematic profiles.