The concept of sustainability in corporate law and the civil liability of the members of the board of directors of joint stock companies

"Sustainability", as one of the most important concepts of our time, has begun to influence not only economics, business and environmental sciences but also the field of law. The economic power of corporations, which today surpasses that of states, along with their potential to generate both positive and negative impacts on sustainability in its environmental, social and economic dimensions, has likewise rendered corporate law closely connected to the concept. Sustainability finds expression in corporate law through "corporate purpose", which asserts that corporations exist not only to generate shareholder profits but also to create long-term value by taking into account the environmental and social interests of all stakeholders. The notion of corporate purpose requires corporate management to consider, alongside economic interests, sustainability principles and environmental and social concerns. Consequently, developments concerning these concepts have reopened the debate on the duties and liabilities of board members as the management and representative body of corporations. This study examines the legal implications of sustainability and corporate purpose in joint stock companies, focusing on directors' duties and liabilities, particularly their duties of care and loyalty. Accordingly, it aims to establish a legal basis for these concepts within corporate law and to introduce related notions into the Turkish corporate law literature. The primary objective of the research is to examine whether existing legal rules, together with new legal regulations concerning sustainability, grant directors the possibility or impose the obligation to take into account the interests of stakeholders other than shareholders and the principles of sustainability; whether decisions in conformity with or contrary to sustainability principles give rise to their liability; whether there is a need for binding legal rules beyond the current framework.