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Contemporary Issues in Sustainable

Finance: Creating an Efficient Market


through Innovative Policies and
Instruments 1st ed. Edition Mario La
Torre
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PALGRAVE STUDIES IN IMPACT FINANCE

Contemporary Issues
in Sustainable Finance
Creating an Efficient Market through
Innovative Policies and Instruments
Edited by
Mario La Torre · Helen Chiappini
Palgrave Studies in Impact Finance

Series Editor
Mario La Torre
Sapienza University of Rome
Rome, Italy
ThePalgrave Studies in Impact Finance series provides a valuable scientific
‘hub’ for researchers, professionals and policy makers involved in Impact
finance and related topics. It includes studies in the social, political,
environmental and ethical impact of finance, exploring all aspects of
impact finance and socially responsible investment, including policy issues,
financial instruments, markets and clients, standards, regulations and
financial management, with a particular focus on impact investments and
microfinance.
Titles feature the most recent empirical analysis with a theoretical
approach, including up to date and innovative studies that cover issues
which impact finance and society globally.

More information about this series at


http://www.palgrave.com/gp/series/14621
Mario La Torre • Helen Chiappini
Editors

Contemporary Issues
in Sustainable Finance
Creating an Efficient Market through Innovative
Policies and Instruments
Editors
Mario La Torre Helen Chiappini
Sapienza University of Rome G. d’Annunzio University
Rome, Italy of Chieti-Pescara
Pescara, Italy

ISSN 2662-5105     ISSN 2662-5113 (electronic)


Palgrave Studies in Impact Finance
ISBN 978-3-030-40247-1    ISBN 978-3-030-40248-8 (eBook)
https://doi.org/10.1007/978-3-030-40248-8

© The Editor(s) (if applicable) and The Author(s), under exclusive licence to Springer Nature
Switzerland AG 2020
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The use of general descriptive names, registered names, trademarks, service marks, etc. in this
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The publisher, the authors and the editors are safe to assume that the advice and information
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Switzerland AG.
The registered company address is: Gewerbestrasse 11, 6330 Cham, Switzerland
Foreword: Putting the Impact Imperative
at the Heart of Sustainable Development
Finance

The 2030 Agenda for Sustainable Development aspires at a better future


for all, thereby calling for an innovative and sophisticated financing strat-
egy, with the dual challenge of mobilizing an unprecedented volume of
resources, and leaving no one behind. Public action alone is not sufficient
to address the scale and complexity of today’s global challenges. The Addis
Ababa Action Agenda, agreed by United Nations in 2015, calls on gov-
ernments, businesses, foundations and individuals to act in a more coordi-
nated manner, in the pursuit of a new model for economic growth that
enhances human well-being and preserves the environment.
In response to international commitments, public actors are increas-
ingly turning to the private sector as a potential ally in the pursuit of sus-
tainable development, environment protection and poverty reduction. At
the same time, mainstream investors and asset managers have become
more attentive to the social, environmental and governance consequences
of their operations. Market estimates vary greatly, depending on the defi-
nitions employed, but the trend is clearly upward, as investors progres-
sively incorporate extra-financial considerations and decide to actively
pursue positive impact strategies.
Independently of the labelling applied, public and private investors are
turning to green, blended, social finance as a way to access new growth
markets and respond to public expectations. While blending is driven by
the need to increase the total funding available for the Sustainable
Development Goals, green and impact finance aim to foster better ways to
achieve these goals, through innovative approaches to social and environ-
mental challenges. In practice, individual asset managers may adopt very

v
vi FOREWORD: PUTTING THE IMPACT IMPERATIVE AT THE HEART…

diverse approaches to guide their portfolio allocation, ranging from risk


mitigation (exclusionary screening) to impact creation (active ownership).
As institutional investors engage further and deeper in sustainable devel-
opment, their skill set, risk/returns assessment and incentive structures
will need to evolve accordingly.
While investors agree that financial and sustainable development returns
can go hand in hand, the challenge lies in defining impact. Public and
private organizations continue to measure different elements by different
yardsticks, owing to the absence of common culture and language. The
terms evaluation, monitoring, results and impact measurement are used
interchangeably and without clear definitions.
Complex governance patterns and multiple layers of intermediation
deeply affect our collective capacity to understand the actual contribution
of joint public and private investments to the global agenda. As the deliv-
ery chain grows longer, it becomes more difficult for governments to exer-
cise their steering and oversight function. The use of concessionality
represents commercially sensitive information, which is often advanced as
ground for non-disclosure.
Evidence gathered by the Organisation for Economic Co-operation
and Development (OECD) shows that most impact investors seek market
rate returns, while the capacity to track social outcomes is uneven at best.1
Too often, public initiatives fostering impact investment also do not
explicitly require an independent assessment of results actually achieved.
The accountability lines become even more blurred when funding is
pooled in collective investment vehicles. The 2018 OECD Survey on
Blended Finance Funds and Facilities2 shed new light on their low propen-
sity to track and publicly disseminate the results actually achieved through
their operations. Almost two-thirds of the surveyed vehicles do not sys-
tematically update the social or environmental performance indicators at
the end of the investment and a third of them have no dedicated internal
monitoring and evaluation function. For a non-negligible amount (12%),
an evaluation has never been performed, nor is it planned in the future.
When it is, only one in four of the ensuing reports is made public.
The growing awareness of the need for private sector involvement has
only intensified the urgency to enhance their degree of public account-
ability. But the measurement of investment outcomes should not be con-
fused with, and cannot replace, the ex post evaluation of public policies
supporting those investments. Impact investors are mostly concerned by
the need to estimate or measure outcomes for immediate investment
FOREWORD: PUTTING THE IMPACT IMPERATIVE AT THE HEART… vii

decision or external reporting requirements, whereas public authorities


need to ensure long-term policy learning based on actual, independently
observed results.
In order to harness the full potential of sustainable development finance,
we cannot shy away from “the impact imperative”: a shared understanding
of how we define and assess the results of our collective efforts towards
sustainable development. In this rapidly moving context, the impact
imperative should embrace all resources deployed in pursuit of sustainable
development, independently of their labelling. In their capacity as policy
makers, market regulators and development finance providers, public
authorities have the ultimate responsibility to counter the danger of
“impact washing”, by establishing and promoting integrity standards.
We are at crossroads in terms of how governments and society as a
whole are responding to the Sustainable Development Goals. Marginal
adjustments will not be sufficient to deliver the billions of financing to the
trillions of people that are in need. This shift in paradigm can only happen,
if we redefine the way financial and economic markets function to pro-
mote a more equitable and sustainable allocation of resources. All sustain-
able development finance actors share the responsibility for delivering the
2030 Agenda, and this implies converging towards a united vision on
what we mean and how we assess progress towards sustainable development.

Irene Basile

Notes
1. Organisation for Economic Co-operation and Development—OECD
(2019), Social Impact Investment 2019: The Impact Imperative for Sustainable
Development, OECD Publishing, Paris, https://doi.org/10.178
7/9789264311299-en.
2. OECD (2018), Making Blended Finance Work for the Sustainable
Development Goals, OECD Publishing, Paris, https://doi.org/10.178
7/9789264288768-en.
Contents

1 Enhancing Efficiency in Sustainable Markets  1


Mario La Torre and Helen Chiappini

2 Financing Sustainable Goals: Economic and Legal


Implications  5
Raffaele Felicetti and Alessandro Rizzello

3 Rethinking Taxation of Impact Investments 37


Alessandro Mazzullo

4 Profitable Impact Bonds: Introducing Risk-­Sharing


Mechanisms for a More Balanced Version of Social
Impact Bonds 61
Giulia Proietti

5 Social Stock Exchanges: Defining the Research Agenda 79


Karen Wendt

6 A Macro-Level Analysis of the Economic and Social


Impact of Microfinance in Sub-­Saharan Africa131
Roberto Pasca di Magliano and Andrea Vaccaro

ix
x Contents

7 Environmental Impact Investments in Europe:


Where Are We Headed?151
Giuliana Birindelli, Annarita Trotta, Helen Chiappini,
and Alessandro Rizzello

8 The Increasing Importance of Green Bonds as


Instruments of Impact Investing: Towards a New
European Standardisation177
Maria Cristina Quirici

9 Green Banking in Italy: Current and Future Challenges205


Giuseppina Procopio, Annarita Trotta, Eugenia Strano,
and Antonia Patrizia Iannuzzi

10 Opportunities and Challenges of Impact Investing in


Climate-Smart Agriculture in Latin America259
Angélica Rotondaro, Andrea Minardi, and Leonie Dissemond

11 Sustainable Finance: Trends, Opportunities and Risks281


Mario La Torre and Helen Chiappini

Index289
Notes on Contributors

Giuliana Birindelli is Professor of Financial Markets and Institutions at the


Department of Management and Business Administration, “G. d’Annunzio”
University of Chieti-Pescara, Italy, where she teaches “Financial Markets and
Institutions” and “Banking and Finance”. She obtained her PhD and her
post-doctorate degree from the University of Pisa, Italy. She is a member of
many scientific committees and serves as a member of the editorial board and
referee for many scientific journals. She is also a PhD committee member in
“Business and Behavioral Sciences” at “G. d’Annunzio” University of Chieti-
Pescara, Italy. Her main research interests are social and environmental per-
formance in the banking sector, corporate governance of banks, Basel III,
internal rating systems, operational risk and compliance risk. At present, she
is a member of the Board of Auditors of the Bank of Italy.
Helen Chiappini is an assistant professor at G. d’Annunzio University of
Chieti-Pescara, Italy, where she teaches sustainable finance and corporate
finance. She is the editor of the sub-series, Palgrave Studies in Green
Finance, a member of the Scientific Committee of the Social Impact
Investments International Conference and a member of the Climate Risk
Commission of the Italian Association of Risk Managers. Helen is also a
guest editor of Special Issues and a Topical Collection in the journal,
Sustainability.
Previously, she taught MBA and MSc courses at Link Campus University
and LUISS Guido Carli University in Italy, as well as at Pontificia Lateran
University in the Vatican City. Having been a visiting research fellow in the
Centre of Banking and Finance at Regent’s University, UK, Helen also

xi
xii NOTES ON CONTRIBUTORS

served in consultancy roles for national and international organizations


involved in development finance and was a scientific observer of the Italian
Advisory Board on the G8 Taskforce of Social Impact Investments. Her
areas of research include sustainable finance, impact investment funds,
non-performing loans and financial markets. Her book has been recently
published with Palgrave Macmillan entitled Social Impact Funds:
Definition, Assessment and Performance (2017), and she was co-editor of
Socially Responsible Investments: The Crossroads Between Institutional and
Retail Investors (Palgrave Macmillan, 2019).
Roberto Pasca di Magliano is Distinguished Professor of Growth
Economics, Sapienza University of Rome, and Director of the School of
Financial Cooperation and Development (SFIDE), Unitelma Sapienza
University of Rome, Italy.
Leonie Dissemond is an associate consultant for ESG and blended
finance models at Alimi Impact Ventures and joined in the beginning of
2018 to support the development of the market assessment about impact
investing in climate-smart agriculture. Next to that, she works for KfW
IPEX-Bank in Frankfurt. Leonie holds a master’s degree in Sustainable
Finance at the University of Maastricht. For her thesis, she researched the
value of industry-specific material and non-material ESG performance in
the debt capital market.
Raffaele Felicetti is a PhD candidate at LUISS Guido Carli University of
Rome, where he is working as a corporate law and advanced corporate law
teaching assistant. He is also pursuing an LLM degree at Harvard Law
School (Cambridge, MA). In 2018, he worked in the legal team of the
then President of the European Parliament, and in 2019, he worked at the
European Central Bank. He received his law degree from LUISS Guido
Carli University of Rome and was admitted as a lawyer to the Italian bar
in 2019.
Antonia Patrizia Iannuzzi is Senior Assistant Professor of Financial
Markets and Institutions at the University of Bari “Aldo Moro” (Italy),
where she teaches the courses of “Economics of Financial Intermediaries”
and “Management of Banking and Insurance Institutions” within the
Department of Economics, Management and Business Law. She holds a
PhD in Banking and Finance from the University of Roma “Sapienza”
(Italy), and since 2005, she has carried out research and teaching activities
in banking and financial issues at the University of Bari, Foggia and
NOTES ON CONTRIBUTORS xiii

Catanzaro (Italy). She is an ordinary member of the Italian Association of


Professors of Economics of Intermediaries, Financial Markets and
Corporate Finance (ADEIMF) and the Interuniversity Research Center
on Guarantee Institutions (CeSAC). She has been a speaker at various
national and international conferences and a reviewer for several interna-
tional journals. Finally, she has authored (or co-authored) over 40 scien-
tific publications; her main research and teaching interests are related to
corporate reputation and reputational risk in the banking sector, corporate
governance, stakeholder engagement and management compensation,
corporate social responsibility and climate change, ethical funds and
mutual guarantee institutions.
Mario La Torre is Professor of Banking and Finance at the Sapienza
University of Rome, Italy. His main research interests include banking,
sustainable finance and financial innovation. He is also an expert in audio-
visual and art financing. Editor of the series Palgrave Studies in Impact
Finance, Mario is a member of the Board of the Italian National Body for
Microcredit. He has also been a member of the G8 Taskforce on Social
Impact Investments, Counsellor for the Minister of Culture, a member of
the Audiovisual Working Party at the European Council and a member of
the Board of Cinecittà Holding. Furthermore, he has been a member of
the consultative group for the definition of the Italian Microcredit Law
and lawmaker of the Italian Tax Credit Law for the audiovisual industry.
Mario is responsible for the Center for Positive Finance, promoter of the
University Alliance for Positive Finance and author of the blog, Good in
Finance. Additionally, he is the author of several international publications
in the field of banking, sustainable finance, microfinance and film financing.
Alessandro Mazzullo worked as official at the Central Department of
the Italian Revenue Agency. He is a PhD student in Private Law of Market
at the Department of Law and Economics of Production Activities,
University of Rome “La Sapienza”. He is a member of the National Third
Sector Council, appointed by the Minister of Labor and Social Policies.
He has been a member of the government commission that drafted the
reform of the Third Sector and social enterprise, in Italy, in 2017. He has
been a consultant for the Italian board of the G8 Task Force on Impact
Investing. His main research topics include legislation on social entrepre-
neurship and impact investing. He has authored numerous publications
(including Social Entrepreneurship Law. From social enterprise to impact
investing, by Giappichelli, 2019, and The new third sector code. Civil and
xiv NOTES ON CONTRIBUTORS

tax profiles, by Giappichelli 2017) and has been a speaker at numerous


conferences.
Andrea Minardi is a senior research fellow professor at the Insper
Institute of Education and Research and a director of the Brazilian
Financial Society. She was the academic dean of the undergraduate pro-
gramme at Insper from 2010 until 2012, member of the executive com-
mittee of BALAS (Business Association of Latin American Studies) and
member of the Fiscal Board of ANGRAD (National Organization of
Undergraduate Programs in Business). She holds a doctoral degree in
Business Administration from EAESP—Fundação Getúlio Vargas, with a
major in Finance, and a bachelor’s degree in Production Engineering from
Escola Politécnica da Universidade de São Paulo. She was a visiting stu-
dent at the PhD program in Business at the University of Texas at Austin.
She teaches Private Equity and Venture Capital and Corporate Finance for
undergraduates, graduates and in executive education. She researches cor-
porate finance, with a focus on private equity and venture capital. She is
the author of the book Teoria de Opções Aplicada a Projetos de Investimentos
and many published articles.
Giuseppina Procopio graduated with honours in Business Administration
and Management at the University Magna Graecia of Catanzaro in
October 2017. She presented a thesis on green finance that analysed the
aspects, approaches and various green financial instruments available on
the market. She is employed in the Finance Department of Gada Group.
Her interests are sustainable investment, green banking and reputational
risk in the banking sector.
Giulia Proietti is a research fellow in Social Impact Bonds and Impact
Investing at the University of Trento, for the project “From the theory of
social finance to a concrete social bond” funded by Fondazione Caritro,
aiming at the possible implementation of social bonds and SIBs in Italy.
She holds a PhD in Business Law and Economics from the University
La Sapienza, a JD in Law with summa cum laude from Nova Southeastern
University in Fort Lauderdale (Florida, USA) and a Laurea Magistrale in
Law from the University of Roma Tre.
She is a Notary in Rome and former US and Italian Attorney at Law.
Her primary research interests are corporate governance, hybrid busi-
nesses (i.e. social enterprises, benefit corporations) and social and respon-
sible investments (SRI, impact investing). She is also founder and President
NOTES ON CONTRIBUTORS xv

of Equoevento, an NGO fighting food waste at social events and gather-


ings to distribute it to those in need.
Maria Cristina Quirici is a full-time professor at the Department of
Economics and Management of the University of Pisa (Italy), where she
has spent more than 30 years of her career as university teacher. Here, she
graduated cum laude in Economics in 1984, received her PhD in Business
Economics in 1989, became in 1993 Assistant Researcher in Banking and
Stock Markets and then, from 2017 until today, Associate Professor in
Financial Intermediaries and Markets. She is also a teacher in various mas-
ter’s degrees of the University of Pisa, and she has been also an Erasmus
teacher at the University of Valladolid (Spain) in 2009.
She has written several books and numerous articles on different topics,
regarding both banking and the operations within the stock markets, with
a particular attention to their structural evolution. Recently, her research
projects have focused on the Sustainable and Responsible Investments
topics, becoming also member of the Jean Monnet Project Development
and Harmonisation of Socially Responsible Investment in the European
Union (Call for Proposals EAC/A04/15, Coordinator Prof. Spataro,
Department of Economics and Management, University of Pisa). Within
the SRI topics, she has a particular interest in the new strategy of impact
investing and its financial instruments, considering also all the institutions’
activities to enhance a sustainable finance in Europe and all over the world.
She has participated in several national and international conferences
regarding SRI or other themes on financial markets and intermediary
activities, organizing many of them too.
Alessandro Rizzello received his PhD from the University “Magna
Graecia” of Catanzaro with a dissertation that focused on social impact
investing and social impact bonds in the healthcare sector. He teaches
“Social & Sustainable Finance” at the University “Magna Graecia” of
Catanzaro. His research interests are social impact investing, social impact
bond, sustainable finance and crowdfunding of social ventures. His
­working experience includes the position of head of the Budgetary and
Financial Office in the Italian public administration. He received his
degree in Economics from LUISS Guido Carli University, Rome.
Angélica Rotondaro is a founding partner and advisor at Alimi Impact
Ventures, co-founder of the Climate-Smart Brazil Institute, a member of
the Advisory Board of Insper-Metricis and associate researcher at CORS/
University of Sao Paulo. From 2009 to 2016, she was the managing direc-
xvi NOTES ON CONTRIBUTORS

tor of the St. Gallen Institute of Management Latin America (Switzerland)


in São Paulo. Before that, she was a senior consultant for branding,
responsible for Latin America and Spain in an international Swiss com-
pany. In parallel, she was the co-founder and vice-­president of the private
foundation for investments in the third sector and coordinated projects
related to grassroots development. In the environmental field, she imple-
mented a brand positioning project of alternative energy business in Asia
and Latin America. She holds a PhD in Organizational Studies from the
University of St Gallen with a research related to Fair Trade.
Eugenia Strano graduated with honours in Business Administration and
Management at the University “Magna Graecia” of Catanzaro in October
2017 with a dissertation that focused on green finance, analysing environ-
mental disclosure among Italian listed banks. She is a PhD student in
Theory of Law and European Legal and Economic System, curriculum
Companies, institutions and markets in the European Union at the
University “Magna Graecia” of Catanzaro. Her research interests are sus-
tainable finance, innovation business models for sustainability and social
impact in the banking sector and the financial industry.
Annarita Trotta PhD, is Professor of Banking and Finance at the
University “Magna Graecia” (UMG) of Catanzaro (Italy), where she
teaches “Economics of Financial Markets and Intermediaries” (a.y.:
2019/2020). She holds a PhD in Business Administration from the
University of Naples “Federico II” (Italy), where she was Assistant
Professor of Banking (from 1995 to 2001). In 2001, she moved from the
University “Federico II” to the University “Magna Graecia” of Catanzaro.
She has taught several courses over the years at both the undergraduate
and graduate levels, including banking, financial markets, corporate
finance and advanced corporate finance. She is a PhD committee member
in “European Legal and Economic Systems” at UMG. At present, she is a
member of the Evaluation Unit of the LUM Jean Monnet University
(Italy). She serves as member of the editorial board and referee for many
scientific journals. Over her 25-year academic career, she has authored (or
co-authored) more than 60 original scientific publications and 4 books.
Her primary areas of research are social and sustainable finance; impact
investing; alternative finance and sustainability; reputational risk and repu-
tational crisis in the banking sector; corporate social responsibility in the
banking industry; local banking and information asymmetries; small busi-
ness, venture capital and informal venture capital. She is a research unit
NOTES ON CONTRIBUTORS xvii

coordinator (2017–2020) of the Project “An Italian platform for impact


finance: financial models for social inclusion and sustainable welfare”
(funded by Italian Ministry of Education, Universities and Research), in
collaboration with Sapienza, University of Rome (Project Leader).
Andrea Vaccaro is a doctoral student at the Department of Social
Sciences and Economics, Sapienza University of Rome, Italy.
Karen Wendt is the editor of the Sustainable Finance Series with Springer
Science and Business Media, a series dealing with new concepts in econ-
omy, leadership, investment, finance, strategy, management, exponential
tech and behaviour. Karen is also a serial entrepreneur. Her mission is to
merge economy and business with purpose and passion to implement the
Sustainable Development Goals (#SDGs) using Choice Architecture and
applying Theories of Change. She combines investment, strategy, ideation
and mediation knowledge with investment and finance as well as network
and movement-building skills. She pioneered in the creation of the
Equator Principles, the Gold Standard in investment banking for achiev-
ing human rights assessments and respect in business, de-risking assets
from extra-financial risks and crafting a more integral approach towards
decision-making, opportunity recognition and positive impact creation.
The Equator Principles Institutions won the Financial Times
Sustainability Award. Karen’s research interest is on impact investing and
impact entrepreneurship, as well as leadership evolution, theories of
change and social stock exchanges. She is keynote speaker, advisor, facilita-
tor, mediator and leadership coach.
List of Figures

Fig. 2.1 The interplay of profit and purpose along entrepreneurship


logics. (Source: Authors’ elaboration)22
Fig. 2.2 The interplay of profit and purpose along corporate legal
frameworks. (Source: Authors’ elaboration)22
Fig. 2.3 The interplay of profit and purpose along sustainable capitals
and investors. (Source: Authors’ elaboration)23
Fig. 2.4 Combination of entrepreneurship, corporate legal frameworks
and capitals in the simultaneous maximization of profit and
purpose segments. (Source: Authors’ elaboration) A: Mission
unrelated (impact) entrepreneurship/Sustainable
entrepreneurship (market driven) For-profit corporate models +
Hybrid Corporate Model (Benefit Corporations) Traditional
finance + Finance-First Impact investors B: Environmental
entrepreneurship Hybrid Corporate Models (Benefit
Corporations) + Hybrid Models (CICs, L3Cs) Finance-First
Impact Investors, Balanced Impact Investors C: Social
entrepreneurship Hybrid Models + (CICs, L3Cs), Low-Profit
Social Enterprises Impact-first impact investors 24
Fig. 3.1 Social rating system 51
Fig. 3.2 Veronamercato Spa 53
Fig. 5.1 The impact investment journey. (Source: Authors’ elaboration
adjusted from Brandstetter and Lehner (2015)) 86
Fig. 5.2 Impact investing. (Source: Wendt 2018) 86
Fig. 5.3 The landscape of social entrepreneurship and finance. (Adjusted
from Glänzel et al. 2014) 97

xix
xx List of Figures

Fig. 7.1 The ongoing regulatory process of sustainable finance in


Europe. (Source: Authors’ elaboration) 160
Fig. 7.2 Sustainable investments in the European Commission’s
proposal. (Source: Authors’ elaboration based on European
Commission (2018b)) 161
Fig. 7.3 The positioning of the European case studies. (Source: Authors’
elaboration)169
Fig. 8.1 Regional distribution of Green Bond Issuances 2018. (Source:
Adapted from SEB 2018) 196
Fig. 8.2 Regional distribution of Green Bond issuances 2018
YTD. (Source: Adapted from SEB 2018) 197
List of Tables

Table 6.1 List of the sample of countries included in regression models 139
Table 6.2 The effect of microfinance on economic development in
sub-Saharan Africa, from 2000 to 2014 141
Table 6.3 The effect of microfinance on social development in sub-
Saharan Africa, from 2001 to 2014 143
Table 7.1 European environmental impact investment cases 166
Table 8.1 Characteristics of different Green Bond identification and
certification schemes 188
Table 8.2 Comparison between GBPs and EU Green Bond Standard 192
Table 9.1 Main definitions of green banking 211
Table 9.2 Green banking regulations: main milestones 223
Table 10.1 The different investment options developed by Ejido Verde 269

xxi
List of Boxes

Box 7.1 Traditional Financial Models for Environmental Impact


Investments157
Box 7.2 Innovative Financial Models for Environmental Impact
Investments158
Box 9.1 UNEP-FI 215
Box 9.2 Montréal Carbon Pledge 216
Box 9.3 Portfolio Decarbonization Coalition 217
Box 9.4 ISP’s Main Sustainability Awards 229
Box 9.5 A Focus on Selected Number of Green Products and Services 235
Box 9.6 Focusing on “Natural Capital” 239
Box 9.7 A Focus on a Selected Number of Green Products and Services 246
Box 10.1 Sustainable Fish Production Aligned with CSA: Scale to
Reach Profitability, Social and Environmental Impact—Axial
Holding’s Tilabras 262
Box 10.2 The Brazilian Ecosystem for Aggrotech 265
Box 10.3 Milpa, a Case for the Benefits of Combining Different Crops 266
Box 10.4 Assessed Financial Risk 267
Box 10.5 Managing Long Investment Horizons—Ejido Verde’s
Regenerative Investing in Michoacán, Mexico 269
Box 10.6 Blended Finance for Subordinated Credit Quotas 270
Box 10.7 Main Risks Assigned to Political, Legal, and
Governance Cluster 271
Box 10.8 Main Risks Associated with the “H Factor” 273
Box 10.9 Credit Lines Linked to a Training Center for Family Farming
in the Brazilian Savanna 274
Box 10.10 Three Gorges in Brazil 276

xxiii
CHAPTER 1

Enhancing Efficiency in Sustainable Markets

Mario La Torre and Helen Chiappini

1.1   The Path Toward Sustainable Finance


Sustainable investments—although still working outside a clearly defined
framework—include investments aiming at achieving a positive impact on
environment and society. Several different investments strategies (e.g.,
negative screening, positive screening, best in class) and many dominant
purposes are inspiring sustainable investing.
Addressing the funding gap connected to the financing of sustainable
development goals (SGDs) included in the United Nations Agenda 2030
(United Nations 2015) represents one of the priorities for sustainable
investors over recent years. The Agenda 2030 includes 17 SDGs—includ-
ing no poverty, zero hunger, quality education, reduced inequalities, and
climate actions—and 230 precise targets that need to be financed by pub-
lic and private investors. Similarly, the Climate Agreement signed by 195

M. La Torre
Sapienza University of Rome, Rome, Italy
e-mail: mario.latorre@uniroma1.it
H. Chiappini (*)
G. d’Annunzio University of Chieti-Pescara, Pescara, Italy
e-mail: helen.chiappini@unich.it

© The Author(s) 2020 1


M. La Torre, H. Chiappini (eds.), Contemporary Issues in
Sustainable Finance, Palgrave Studies in Impact Finance,
https://doi.org/10.1007/978-3-030-40248-8_1
2 M. LA TORRE AND H. CHIAPPINI

countries pushed funding needs connected to climate issues to the top of


the agenda for the public (and private) sector.
Sustainable investments represent a growing, worldwide phenomenon:
recent data from Global Sustainable Investment Alliance (GSIA 2019)
estimates the market in USD 30.7 trillion, with a growth of 34% since 2016.
Public investments, however, are still insufficient to cover the funding
needs of sustainable sectors. In such a panorama, public partnerships
(PPP) are an alternative strategy to support the transition toward a more
sustainable and inclusive economy. Similarly, public commitment—
expressed through policy incentives—is particularly desirable. In this per-
spective, it is good to know that young generations are aiming at a positive
impact with their investments: recent research by Schroders (2018) high-
lighted that 52% of younger people invest in sustainability compared to
28% of older generations.
Despite the interest that sustainable investments are gaining with gov-
ernors, investors, and practitioners from many sectors and geographical
areas, several related issues remain to be addressed.
This book aims at shedding light on some current issues featuring sus-
tainable finance through an in-depth discussion of the relevant debates
related to the financing of social and environmental initiatives.
The first part of this book focuses on improving the effectiveness of
sustainable investments through efficient capital allocation and impact
measurement, while managing the primary challenges to green finance is
the focus of the second part of the book.
On efficient capital allocation and impact measurement:
Chapter 2 Financing Sustainable Development Goals: Economic and
Legal Implication for Sustainable Entrepreneurship by Raffaele Felicetti
and Alessandro Rizzello explores the theme of how social entrepreneur-
ship may be financed in the current legal framework and contributes to the
debate on how social and economic value may be maximized through
both entrepreneurial and financial solutions.
Chapter 3 Rethinking Taxation of Impact Investments by Alessandro
Mazzullo suggests a tax incentive model for social impact investments,
discussing potential pros and cons of such a scheme.
Chapter 4 Profitable Impact Bonds: Introducing Risk-Sharing
Mechanisms for a More Balanced Version of Social Impact Bonds by Giulia
Proietti proposes an alternative financial scheme of social impact bonds
(SIBs), analyzing how risks may be shared by a plurality of subjects and
how to distribute more equally the benefits of SIB contracts.
1 ENHANCING EFFICIENCY IN SUSTAINABLE MARKETS 3

Chapter 5 Social Stock Exchanges—Defining the Research Agenda by


Karen Wend discusses the need of a social stock exchange to help impact
investors find efficient investments and closing the gap between potential
investors and investments currently available in the market.
Chapter 6 A Macro-level Analysis of the Economic and Social Impact of
Microfinance in Sub-Saharan Africa provides an example on how micro-
credit activity can contribute to meeting social aims in Sub-Saharan Africa.
Specifically, the chapter by Roberto Pasca di Magliano, Andrea Vaccaro,
and Giuliana Ferrara estimates the economic and social impact of a sample
of microfinance activities in Sub-Saharan Africa.
How some of the relevant challenges in green finance may be managed:
Chapter 7 Environmental Impact Investments in Europe: Where Are We
Going Ahead? by Giuliana Birindelli, Annarita Trotta, Helen Chiappini,
and Alessandro Rizzello discusses the environmental European impact
investing landscape, considering the new regulatory framework and the
overall impact investing practices.
Chapter 8 The Increase Importance of Green Bonds as Instruments of
Impact Investing: Towards A New European Standardization by Maria
Cristina Quirici discusses the role of green bonds in financing environ-
mental projects, with specific emphasis on the state of the art of green labels.
Chapter 9 Green Banking in Italy: Where We Are and Where We Are
Going by Giuseppina Procopio, Annarita Trotta, Eugenia Strano, and
Antonia Patrizia Iannuzzi contributes to the international debate on green
banking, analyzing two case studies of Italian banks.
Chapter 10 Opportunities and challenges in impact investing in Climate-­
Smart Agriculture in Latin America by Angélica Rotondaro, Andrea
Minardi, and Leonie Dissemond focuses on the strengths and weaknesses
of investing in agriculture projects, paying great attention to climate
change and the overall issue of sustainability.
Chapter 11 by Mario La Torre and Helen Chiappini concludes the
book discussing the trends, opportunities, and risks of sustainable finance.

References
GSIA. (2019). 2018 Global Sustainable Investment Review. http://www.gsi-alli-
ance.org/wp-content/uploads/2019/03/GSIR_Review2018.3.28.pdf
Schroders. (2018). Global Investors Study 2018. https://www.schroders.com/en/
insights/global-investor-study/2018-findings/sustainability/
United Nation (2015). Transforming our world: the 2030 Agenda for Sustainable
Development. Resolution adopted by the General Assembly on 25
September 2015.
CHAPTER 2

Financing Sustainable Goals: Economic


and Legal Implications

Raffaele Felicetti and Alessandro Rizzello

2.1   Introduction
The 2030 Agenda on Sustainable Development Goals (SDGs) leaves
open the question of how best to consider alternative forms of econ-
omy, social relations and governance (Bowen et al. 2017). In this con-
text, policy makers, development practitioners and scholars are
increasingly focusing their attention on the potential roles that the myr-
iad types of investors and enterprises that make up the social and

Sections 4 and 4.1 have been written by Raffaele Felicetti, while Sects. 3 and 5
by Alessandro Rizzello. The Introduction, Sects. 2 and 6 and the Conclusions
have been written by the authors jointly.

R. Felicetti
Department of Law, LUISS Guido Carli University, Rome, Italy
Harvard Law School, Cambridge, MA, USA
e-mail: rfelicetti@luiss.it
A. Rizzello (*)
Department of Law, Economics and Sociology, University “Magna Græcia” of
Cantanzaro, Catanzaro, Italy
e-mail: rizzello@unicz.it

© The Author(s) 2020 5


M. La Torre, H. Chiappini (eds.), Contemporary Issues in
Sustainable Finance, Palgrave Studies in Impact Finance,
https://doi.org/10.1007/978-3-030-40248-8_2
6 R. FELICETTI AND A. RIZZELLO

solidarity economy (SSE) can play in addressing future development


goals as well as any other complex social and ecological challenges.
In the delivery of social impact, the commitment of private actors has
generally been limited to the nonprofit hemisphere, broadly speaking
(NGOs, philanthropy, charities). Thus, there has always been a clear dis-
tinction, a trade-off, between social concerns and profit (Zingales 2000).
Nonetheless, to confront future social and environmental challenges effec-
tively and efficiently, economic resources are needed (Mawdsley 2018).
Currently, the welfare state seems to be experiencing a major crisis, and
nonprofit entities lack adequate resources (Karanikolos et al. 2013).
Therefore, the idea that for-profit companies should contribute to solving
major social problems—which they are often assumed to have caused—has
gained widespread consensus (see, among others, Stout 2012; Elhauge
2005). Sustainable entrepreneurship that is involved in the generation of
social and environmental impacts has repeatedly pointed to the critical
need for impact investments. However, despite the growing attention to
and interest of organizations and institutional investors in channelling pri-
vate capital into sustainable ventures and products, there remain signifi-
cant barriers and disincentives between mainstream financial actors and
sustainable entrepreneurs (Hoogendoorn et al. 2019; McDermott et al.
2018). In this context, finance and economics on one side and corporate
law on the other must be indissolubly linked to a greater extent than is
customary: the former provides the resources and the latter the legal tools
to manage them (Cumming et al. 2017).
Academic discourses around sustainability issues in entrepreneurship,
corporate legal models and finance remain fragmented, and each specific
discipline analyses this topic from its narrow perspective (Wallis and
Valentinov 2017).
Innovative sustainable finance instruments, by pursuing social and
financial returns, can serve as effective institutional mechanisms to help
finance the SDGs. However, until a few years ago, there was no legal tool
to optimize these capitals and allow companies to commit to social prob-
lems: conventional, purely profit-driven companies seem insufficiently
equipped. Admittedly, the well-known shareholder primacy model, despite
being slightly mitigated over time, prevents them—or, at least, discour-
ages them—from also pursuing a “social mission”, at least without their
directors risking a breach of their fiduciary duties (McDonnell 2014).
Starting from this perspective, this research adopts a multidisciplinary
approach with the aim of proposing a conceptual framework that assumes
2 FINANCING SUSTAINABLE GOALS: ECONOMIC AND LEGAL IMPLICATIONS 7

the multidisciplinary nature of sustainability. The proposed conceptual


framework aims to develop an improved understanding of the conditions
most conducive to the successful application of sustainable financing to sus-
tainable entrepreneurship. This framework should be useful in investigating
how sustainability issues may be aligned across entrepreneurship segments,
corporate legal models and sustainable financial approaches. This research,
therefore, contributes to the international debate on these topics by provid-
ing a multidisciplinary insight into the academic discourse around simulta-
neous economic and social value maximization within entrepreneurial
solutions and financial opportunities in the sustainability arena.
To achieve these objectives, this chapter is organized as follows: in Sect.
2, the research design is described and key sustainability concepts are con-
ceptualized. Section 3 provides an overview about the concept of sustain-
able entrepreneurship. In Sect. 4, the chapter highlights—from a legal
perspective—how corporate models embracing profit, as well as social and
environmental concerns, have evolved. Section 5 provides a conceptual
map of the interplay of profit and social/environmental returns in finance.
In Sect. 6, the chapter provides a conceptual framework useful to under-
standing how sustainability issues may be aligned across the spectrum of
legal models of entrepreneurship and financial approaches. Finally, some
conclusions are drawn by highlighting suggestions for further research
and implications for entrepreneurs and policy makers.

2.2   Research Design


This study employs an exploratory and qualitative approach to investigate
the concept of sustainable entrepreneurship, the associated corporate legal
environments and the forms of sustainable finance adaptable to the
described phenomenon. This approach aims to clarify the possible inter-
play of such dimensions in relation to their ability to promote sustainable
development objectives, such as SDGs. The use of a qualitative approach
is not uncommon in academic work that seeks to shed light on the defin-
ing features of a multidimensional phenomenon (Eisenhardt 1989; Patton
2002). In particular, the research design aims to integrate literature on the
concepts of sustainable entrepreneurship with those on corporate legal
models and sustainable finance and to formulate a conceptual framework
based on the resultant new understanding. A conceptual framework is a
structure that the researcher believes can best explain the natural progres-
sion of the phenomenon to be studied (Camp 2001). Such a framework is
8 R. FELICETTI AND A. RIZZELLO

linked to the concepts and important theories used to promote and sys-
tematize the knowledge acquired by the researcher (Peshkin 1993). The
conceptual framework presents an integrated way of looking at a problem
under study (Liehr and Smith 1999). This integration is achieved by
addressing three objectives: (i) undertaking a critical review of the litera-
ture on sustainable entrepreneurship, corporate legal models and sustain-
able finance and (ii) defining a set of variables to be investigated in order
to (iii) construct a conceptual framework of the interface between these
disciplines explored from this perspective. This conceptual framework will
help organize existing and new insights and help in formulating new
research questions regarding sustainable entrepreneurship and its funding.

2.2.1  Setting the Scene: Entrepreneurial and Financial Issues


in the Sustainability Arena
In the aftermath of the 2008 financial crisis, concerns relating to market
and state failures received increased attention and revealed opportunities
to rethink “development”. Compared to conventional crisis responses,
alternative pathways attracted more attention within mainstream knowl-
edge and policy circles. With the term social and solidarity economy (SSE),
academia tried to provide an umbrella term to refer to forms of economic
activity that prioritize social and environmental objectives and involve pro-
ducers, workers, public entities and citizens acting collectively and in soli-
darity. As perfectly summarized by Utting (2015), “Under the umbrella of
‘social and solidarity economy’ can be found different world views and
understandings of ‘development’. Accepting the reality of the capitalist
system and its core institutions or ‘rules of the game’, social economy is
primarily about expanding the economic space where people-centred
organisations and enterprises can operate” (p. 1). Such a concept funda-
mentally includes a wide range of practices that span economic, social,
environmental, political, communitarian or holistic dimensions. It empha-
sizes a strong integration between traditional economic structures and the
more holistic and alternative approaches of the practices and communities
of the solidarity economy. Within this arena, for the purpose of this chap-
ter, we focused on economic and financial issues that conceive of the social
and solidarity economy as an ethical and value-based approach to eco-
nomic development that prioritizes the welfare of people and planet over
profit and blind growth.
2 FINANCING SUSTAINABLE GOALS: ECONOMIC AND LEGAL IMPLICATIONS 9

2.3   Embracing Sustainability Issues


in Entrepreneurship: An Overview

The concept of sustainable entrepreneurship is relatively recent in aca-


demia, and common consensus on its definition is still lacking. Early defi-
nitions stressed the discovery of market opportunity, which detracts from
sustainability (Cohen and Winn 2007; Dean and McMullen 2007). In
particular, sustainable entrepreneurship is seen as a process of discovering
opportunities that are present in market failures derived from sustainabil-
ity and considers how they can be exploited in future goods and services
that initiate the transformation of a sector towards an environmentally and
socially more sustainable state. In this vein, sustainable entrepreneurs are
increasingly acknowledged for addressing current social and environmen-
tal problems (Hall et al. 2010; York and Venkataraman 2010; Tur-Porcar
et al. 2018). Sustainable entrepreneurs are motivated to have a positive
impact on complex social and ecological problems, such as climate change,
unequal access to healthcare and the financial system, and education and
poverty.
Sustainable entrepreneurship is closely related to the fields of social and
environmental entrepreneurship. The relationship between entrepreneur-
ship and sustainable development concerns has been addressed by two
main streams of research defined “ecopreneurship” and “social entrepre-
neurship”. Regarding the former perspective, earlier authors addressing
sustainability issues and entrepreneurship have dealt exclusively with envi-
ronmentally orientated entrepreneurship (among others, Shrivastava
1995; Isaak 2002). In this type of business model, profit remains the end
goal of the business, but environmental goals are considered an integrated
part of the economic logic of the business. Other authors have focused
instead on social entrepreneurship (among others, Mair and Martı 2006;
Nicholls 2008; Bull 2008). The social entrepreneurship concept in aca-
demic literature is concerned with achieving societal goals and securing
funding (or, in other terms, achieving societal goals in a financially sustain-
able manner). Common to these perspectives is the motivation of entre-
preneurs to create value for others by identifying opportunities arising
from market failures, in other words, from problems in society that have
been neglected or unsuccessfully addressed by public or private organiza-
tions (Wagner 2017; Hoogendoorn et al. 2019). In contrast to “regular”
entrepreneurs, the aim of social entrepreneurs is not primarily focused on
the pursuit of value creation for private gain; rather, it seeks to improve
10 R. FELICETTI AND A. RIZZELLO

quality of life in order to benefit others (Stubbs 2017; Evans et al. 2017).
Moving from this consideration, the motivation of sustainable entrepre-
neurs pursuing social or environmental goals deviates from the one-sided
pursuit of profit that tends to characterize the regular, or traditional,
entrepreneur (Dacin et al. 2010). However, some differences may be dis-
tinguished in sustainable entrepreneurship. In particular, in the social
entrepreneurship model, the creation of social benefits tends to dominate
the generation of economic benefits, often in a not-for-profit context
(Saebi et al. 2018); in this work, we identified this approach as “mission-­
centric” entrepreneurship. On the other hand, environmental entrepre-
neurs tend to protect our natural environment or ecosystem in a for-profit
context that combines environmental and economic value creation (in this
chapter, we refer to these entities with the expression “mission-related”
entrepreneurship). In this vein, recent contributions look at the concept
of sustainable entrepreneurship by combining these two fields. Specifically,
this evolving concept of sustainable entrepreneurship explicitly focuses on
a combination of social, environmental, and economic goals and, there-
fore, is sometimes considered to also include both social and environmen-
tal entrepreneurship (Belz and Binder 2017). Moving from these
considerations, sustainable entrepreneurship became, in essence, the real-
ization of sustainability innovations aimed at the mass market and, at the
same time, it provides a benefit to large parts of society. Specifically, it is
characterized “by some fundamental aspects of entrepreneurial activities
which are less oriented towards management systems or technical proce-
dures, and focus more on the personal initiative and skills of the entrepre-
neurial person or team to realize large-scale market success and societal
change with environmental or societal innovations” (Schaltegger and
Wagner 2011: 226). Thus, it can be described “as an innovative, market-­
oriented and personality driven form of creating economic and societal
value by means of break-through environmentally or socially beneficial
market or institutional innovations” (p. 226). More recently, within the
sustainable entrepreneurship concept, some authors have also included
those entrepreneurial activities that produce impact, even if by adopting
business models not intentionally aimed at sustainability (Nicholls 2008;
Maynard and Warren 2014; Lüdeke-Freund et al. 2016). In this chapter,
we identified such entities with the term “mission-unrelated”.
Academic debate, therefore, appears willing to consider environmental,
social and sustainable entrepreneurship as a unique field of research.
However, there is a common understanding that social, sustainable, and
2 FINANCING SUSTAINABLE GOALS: ECONOMIC AND LEGAL IMPLICATIONS 11

environmental entrepreneurship should be clearly distinguished from the


traditional entrepreneurship domain because they focus on the creation of
social value, whereas commercial entrepreneurship is strictly concerned
with the creation of economic value.
In the context of this chapter, we define sustainable entrepreneurs as
those who are not only driven by the social and environmental needs of
society but also engaged in sustainable business (even if unrelated to their
mission). Although we distinguish sustainable entrepreneurs from social
and environmental entrepreneurs, we drew on the academic literature
from these three related fields to arrive at our hypotheses.

2.4   Profit and Purpose in Entrepreneurship:


A Legal Perspective
In the delivery of social impact, the commitment of private actors has
generally been limited to the nonprofit hemisphere, broadly speaking
(NGOs, philanthropy, charities). Thus, there has always been a clear dis-
tinction, a trade-off, between social concerns and profit (Zingales 2000).
In other words, as has been observed, it was long believed that commer-
cial revenue and social value creation were independent (Battiliana
et al. 2012).
Indeed, until the last decade, from a corporate law perspective, it was
generally possible to distinguish between two clearly separated main cate-
gories of corporate models. Imagining a spectrum, at one end, there were
pure nonprofits; at the other end, traditional profit-driven companies.
Both models had limits preventing them from effectively and efficiently
pursuing a social mission.
Nonprofits usually suffer a profit distribution constraint, so that they
cannot distribute dividends to their members or returns to their investors.1
In fact, one of the main problems facing nonprofits concerns the difficul-
ties they experience, compared to for-profit entities, in attracting capital
(Sertial 2012; Taylor 2010; Hansmann 1981). Such prohibitions have
been deemed necessary to ensure that users and the general public can
trust those enterprises whose business serves social and solidarity purposes
(Mosco 2017; Hansmann 2003).
Nonprofit status has always been seen as an effective form of consumer
protection, especially in situations of asymmetric information (Ortmann
and Schlesinger 2002; Hansmann 1994). This theory stems from the idea
12 R. FELICETTI AND A. RIZZELLO

that the contract, because of information asymmetries, fails to protect the


consumer from enterprises’ abuses: in this context, then, the prohibition
on distributing profits is meant to show consumers that the enterprise is
not interested in taking advantage of information asymmetries to increase
its profits (Hansmann 1980).
However, the flip side is that the non-distribution constraint forces
nonprofits to widely use debt instruments rather than capital (Zoppini
2000). Moreover, because they are de facto banned not only from equity
capital markets but also from attracting investors—as they cannot, as men-
tioned, generally distribute financial returns to investors—their function-
ing relies primarily on grants and donations, which, as observed, often
prove insufficient for the pursuit of their social goals (Sertial 2012).2
Therefore, the idea that for-profit companies, often regarded as the
major source of social problems, should also contribute to solving those
problems has gained widespread consensus (Stout 2012; Elhauge 2005).
This recognition has increasingly given rise, especially in the US, to the
robust debate on the purpose of the corporation and, consequently, on
where directors’ fiduciary duties should be focused. The US represents the
heart of the debate about the purpose of corporations, and for this reason,
in this section, attention will be devoted to this jurisdiction. Even though
legislation varies from country to country—in terms, for example, of
directors’ fiduciary duties—the main takeaways of the American debate
give a sense of the high-level discourse on the topic and the core principles
of the debate; with appropriate adjustments, these observations can be
applied to any traditional corporation of any jurisdiction.
Corporations have multiple constituencies. Sometimes, their interests
are aligned. At other times, however, the interests of these constituencies
conflict with each other.
For example, between late 2015 and 2016, Mark Zuckerberg sought to
design a stock reclassification plan that would have allowed him to unload
a significant number of shares to pursue his philanthropic goals while
retaining control of Facebook thanks to the company’s dual-class struc-
ture. In fact, to avoid losing control of the company while simultaneously
obtaining sufficient liquidity for his philanthropy, the Facebook founder
had proposed—and a special committee advised—to issue a new class of
non-voting stocks as a one-time dividend to each outstanding Class A and
Class B share, “thereby tripling the number of Facebook total outstanding
shares” and “re-inflating the voting weight of [Zuckerberg’s] Class B
share holdings”.3 A pension fund filed a derivative suit in the Delaware
2 FINANCING SUSTAINABLE GOALS: ECONOMIC AND LEGAL IMPLICATIONS 13

Chancery Court seeking to challenge the stock plan. While this case is
mainly about dual-class structures, it nonetheless shows the existing ten-
sions between shareholders and stakeholders’ interests. To whom do
directors owe their fiduciary duties? Can the directors permit the restruc-
turing plan to enable Zuckerberg to pursue his philanthropic goals, while
Facebook—and the other shareholders—do not receive any significant
value in return?
Trying to summarize the debate to the extent possible, the traditional
idea is that directors owe their duty of loyalty to shareholders, who are the
owners of the company. In the US, this principle found its judicial recog-
nition in 1919 when the Michigan Supreme Court ruled in the famous
Dodge v. Ford case, in which the Court stated that a business corporation
is organized and operated primarily for the profit of its stockholders. Thus,
the powers of the directors must be employed to that end, and directors
have a duty to maximize profits (Dodge v. Ford 1919). In the academic
debate, the most notable view is probably that taken by Milton Friedman,
who, in 1970, in response to the strengthening idea of the social respon-
sibility of business, published the famous article “The Social Responsibility
of Business it to Increase its Profits”. In this article, he identifies corporate
managers as agents of their employers, the shareholders, to whom, there-
fore, they have primary responsibility (Friedman 2007; more recently, see
also Strine 2015).
However, the principle of shareholder value maximization should not be
overstated. In fact, at least in the US, under Delaware caselaw—the most
important state for corporate law—directors’ decisions fall under the busi-
ness judgement rule, under which Courts will not interfere with decisions
made in good faith by disinterested directors (on the business judgement
rule see, among others, Arsht 1979). Therefore, directors could easily jus-
tify a decision also made in the interests of stakeholders by, for example,
claiming that the decision is in the long-term interest of shareholders, and
such a decision is likely to be immune from the Courts’ scrutiny.
Nonetheless, this principle poses significant hurdles to directors’ ability to
pursue a “social mission” (Stout 2012; Phillips et al. 2003; Testy 2002).
The risk of directors breaching their fiduciary duties was particularly sig-
nificant in the context of leveraged buyout transactions of the 1980s. In
those occasions, the buyer was often ready to offer shareholders high premi-
ums but, once they acquired control of the company, adopted some deci-
sions that would not uphold the (implicit) contract with stakeholders (i.e.,
buyers often fired employees, cut wages, increased company debt, etc.).4
14 R. FELICETTI AND A. RIZZELLO

As a partial reaction to this trend, state legislatures introduced the so-­


called multi-constituency statutes, which—without denying shareholder
primacy—allowed directors to also consider stakeholders’ interests. Today,
for example, both Florida5 and Minnesota6 have such statutes and, in par-
ticular, the latter is designed with specific reference to takeover situations.
Also with these evolutions in mind, many started taking the view that a
company cannot be considered a mere contract; a corporation is a player
in society, which has the advantage of, among others, limited liability.
Thus, in return, companies—especially public companies—have an eco-
nomic function, which is “not to address principal-agent problems, but to
provide a vehicle through which shareholders, creditors, executives, rank-­
and-­file employees, and other potential corporate ‘stakeholders’ who may
invest firm-specific resources can, for their own benefit, jointly relinquish
control over those resources to a board of directors” (Blair and Stout
1999:256).
More recently, there have been efforts to push companies to pursue
stakeholders’ interests. In particular, in the US, at least two developments
seem to reflect, at a high level, the current attempts to shift from the
supremacy of shareholders to a commitment to serve all stakeholders.
The first development is at a legislative level. In August 2018, Senator
Elizabeth Warren introduced a bill that aims to reverse “the harmful trends
over the last thirty years that have led to record corporate profits and rising
worker productivity but stagnant wages” (Accountable Capitalism Act
2018). Among the various measures proposed, the bill would require very
large American corporations—those with more than $1 billion in annual
revenue—to obtain a federal charter as a “United States corporation”,
which obligates company directors to consider the interests of all corpo-
rate stakeholders. In addition, Senator Warren proposes to change the
corporate governance of US companies by forcing them to ensure that the
corporation’s employees (Accountable Capitalism Act 2018) select at least
40% of their directors.
The second development came directly from the business world. In
August 2019, the Business Roundtable announced the release of a new
Statement on the Purpose of a Corporation, signed by 181 CEOs who
committed to lead their companies for the benefit of all stakeholders
(Business Roundtable 2019). With this last announcement, the signing
CEOs committed to continue serving their own corporate purpose while
sharing a fundamental commitment to all their stakeholders (customers,
employees, suppliers, communities).
2 FINANCING SUSTAINABLE GOALS: ECONOMIC AND LEGAL IMPLICATIONS 15

While most of these commitments do not seem very powerful,7 there is


one, however, that seems to be the key to the new approach: the CEOs
promise, in fact, to deliver value to all stakeholders. This seems even more
striking if one considers that only approximately twenty years ago, the very
first sentence of the Business Roundtable’s Statement on Corporate
Governance was that “the principal objective of a business enterprise is to
generate economic returns to its owners” (Business Roundtable 1997).
The evolution of the debate summarized in this section shows that,
regardless of the possible legal impediments, the latest trends seem to be
pushing traditional for-profit corporations to pursue also a social mission.

2.4.1  The (Legislative) Rise of Hybrid Models


As a partial response to the limitations of both nonprofits and the corpo-
rate model, recent decades have witnessed the flourishing of “hybrid enti-
ties”, and this movement is referred to as “creative capitalism” (Taylor
2010). There is no general definition of hybrid entities, but briefly, they
try to combine the creation of social value with the production of financial
revenues (i.e., they are not completely for profit or purely nonprofit). In
general, these entities have been identified as those occupying the middle
ground between nonprofit and for-profit, combining aspects of both
models (Sertial 2012; Reiser 2010).
In other words, according to the ideal scheme, until recent times, there
were two extremes: nonprofits on one side and for-profit entities on the
other. Currently, along the spectrum from one extreme to the other, there
are many legal entities with a variety of nuances, and depending on the
models, the nonprofit or the for-profit is eroded (Felicetti 2018a).
Within this arena, the Social Enterprise (hereafter, SE and, in plural,
SEs) is one of the most interesting models, particularly in Europe, where
despite the widespread use of this notion, its meaning is far from precise
(Felicetti 2018a). It is gaining popularity in the US as well where a large
number of scholars seem to consider SEs a spectrum of corporate models
ranging from purely nonprofits (Cooney 2015), passing through corpo-
rate hybrids, to purely profit-driven companies with a social commitment
(Kerlin 2006; Dees 1998). From this viewpoint, it is of particular signifi-
cance that in American academia, one can find more than twenty different
definitions of social entrepreneurship (Light 2009).
However, it seems increasingly clear that, at least at a European level,
SEs should have three specific features, at minimum.8
16 R. FELICETTI AND A. RIZZELLO

First, they generally have an exclusive—or, at least, prevalent—“social”


purpose (i.e., they aim to provide a benefit to the community or, at least,
pursue a general interest).
Second, their activity is carried out in an innovative and entrepreneurial
way, and SEs are managed in an open and responsible manner and involve
stakeholders: obviously, this does not mean that traditional companies are
not managed in such a way, but SEs are subjected to additional manage-
ment and governance requirements.
Third, profit distribution is excluded or somehow limited; in fact, its
profits and assets must be totally or partially reinvested in its activity. This
last aspect is the most relevant for this work’s purposes. In fact, if profit
distribution must be excluded but can also be limited, it means that SEs
are not necessarily nonprofit.
This remark might seem obvious, but it is not if it is considered that, for
example, Italian SEs were originally designed as purely nonprofit.9
However, with Legislative Decree no. 112 of 2 July 2017, a reform of SEs
was enacted as part of a more general reform of the Italian Third Sector;
and the possibility for SEs to distribute profits, to some extent, was intro-
duced. Indeed, regardless of the fact that SEs are still defined as nonprofit
entities, the reform provides an exception to the profit distribution prohi-
bition, allowing, under some circumstances, a distribution of up to 49% of
its annual profits.10
Widening the focus, this shift of Italian SEs from a purely nonprofit
model to a partially for-profit one is in line with a more general trend.
Indeed, in many European countries (e.g., Belgium, France, Luxembourg,
the United Kingdom), SEs can distribute profits, although in a limited
way (Felicetti 2018b).
Therefore, SEs now seem closer to English Community Interest
Companies (hereafter, CIC; plural, CICs), which is a typical hybrid legal
structure (Cabrelli 2016; Sertial 2012). On the one hand, these compa-
nies must operate for the benefit of a community. However, under the
aggregate dividend cap mechanism, which governs CICs’ profit distribu-
tions, these companies may distribute up to 35% of their annual distribut-
able profits. Consequently, this mechanism forces CICs to reinvest no less
than 65% of their annual profits in their activity.
Another hybrid model—somehow close to the abovementioned notion
of SE—in which the nonprofit side dominates is the US Low-Profit
Limited Liability Company (L3C). This is a specific type of limited liability
company that shares features of both for-profit (L3Cs may distribute
2 FINANCING SUSTAINABLE GOALS: ECONOMIC AND LEGAL IMPLICATIONS 17

profits)11 and nonprofits (L3Cs pursue charitable purposes) (see Sertial


2012; Reiser 2010; Taylor 2010; Billitteri 2007).12
All these models, which may be considered SEs in the sense identified
above, show that, in SEs, legislators took a for-profit model and dressed it
in nonprofit clothing or, more frequently, took a nonprofit model and
dressed it with for-profit clothing (namely, the possibility to partially dis-
tribute profits). Regardless, in all these models, the nonprofit essence
remains dominant.
Similarly, however, in the for-profit world, there are also cases of shifts
from the extreme to the centre (i.e., hybrid models built on for-profit
enterprises). Most likely, benefit corporations, first introduced in many US
states and, since 2015, also in Italy, represent the most notable example.
Benefit corporations are for-profit corporations and were introduced in
2010 in many US states. The first state to give them legal recognition was
Maryland. Since then, many other states have followed this path, and most
have based their laws on the “Model Act”, a model law drafted by B Lab,
a nonprofit issuing certification to companies that meet high standards in
terms of social and environmental performance, public transparency, and
legal accountability. In 2015, benefit corporations were also introduced in
Italy (Article 1, paragraphs 376 and ff. of Law no. 208 of 28 December
2015), the first European country to adopt this corporate model (Ridolfo
2016), deeply inspired by the American experience.
The statutes on benefit corporations differ from each other. Even within
the US, they are diverse, as some states, such as Delaware, have adopted
statutes diverging in significant ways from the Model Act (e.g., McDonnell
2014). However, the core is the same. While pursuing profits, these cor-
porations must produce a general “public benefit”—broadly defined by
law—and/or a specific one, identified by the benefit corporation itself.13
Legislations ensure compliance with these commitments mainly by
using two tools: reporting and the director’s fiduciary duties. The former
requires benefit corporations to publicly disclose their achievements by
drafting and publishing reports. The latter—fiduciary duties—allows
directors to overcome shareholder primacy by forcing them to either sim-
ply consider stakeholders’ interests or even balance shareholders’ profit
maximization. In other words, directors should be more protected when
making decisions that take into account not only shareholders’ profits but
also stakeholders’ interests. It should appear clear, thus, that benefit cor-
porations might solve the two aforementioned problems of for-profit
enterprises: accountability and directors’ liability.
18 R. FELICETTI AND A. RIZZELLO

What is relevant here is that, to use the clothing metaphor again, in the
case of benefit corporations, legislators took purely for-profit models and
dressed them in nonprofit clothing—general interest purposes—thus par-
tially impinging on their nature. In this case, however, the legislative tech-
nique is different from the one used in SEs: profit distribution has not
been limited; rather, legislators decided to focus on fiduciary duties and
reporting standards.

2.5   Risk, Returns and Social Purpose: Towards


a New Paradigm in Finance

Over the past decade, there have been increasing efforts by practitioners,
financial institutions and regulators to align the financial system with long-­
term sustainable development. The increased attention to the value of
sustainability factors for efficient capital allocation and to the delivery of
risk-adjusted returns represent clear signals in this sense. Sustainable
Finance (hereafter, SF) is relatively new in the academic landscape, focus-
ing on topics in the international banking and finance sector (Benedikter
2011; Lehner 2016; Lagoarde-Segot 2018); it introduced a new era in the
supply, intermediation, and demand of capital for “sustainability” (Shiller
2012; Rizzi et al. 2018). More generally, SF considers how finance (invest-
ing and lending) interacts with economic, social and environmental issues
(Fatemi and Fooladi 2013; Hangl 2014; Ziolo et al. 2017). However, so
far, a single, universally recognized definition has not yet been identified.
The concept of SF moved from the initial identification with an asset class
of investments into socially responsible products or organizations (Sparkes
and Cowton 2004) to a more holistic concept that includes the integra-
tion of economic, environmental and social dimensions into investment
decisions (Kuzmina and Lindemane 2017). During the growth of this
concept, SF was also interchangeably identified with the concepts of cor-
porate social responsibility (CSR) (Scholtens 2006) as well as with ethical
finance (Relano 2008). Academic research in this field covers different
topics ranging from sustainable and responsible investment or SRI (Soppe
2009), microfinance (Robinson 2001), social impact investing (Weber
and Duan 2012), social banking (Weber and Remer 2011), social impact
bonds (Warner 2013), crowdfunding (Belleflamme et al. 2014) and green
finance (Perez 2007).
2 FINANCING SUSTAINABLE GOALS: ECONOMIC AND LEGAL IMPLICATIONS 19

The complexity of the concepts that fall under the umbrella term of SF
is confirmed by the variety of players in this field. These players stem from
all sectors, including social banks, venture philanthropy, community devel-
opment financial institutions, and social and traditional businesses engaged
in CSR activities (Nicholls and Emerson 2015). Profit and social purpose
in finance may vary along a spectrum ranging from venture philanthropy,
where social purposes are the main object of investment (impact-first
social investors), to approaches looking for market rate returns alongside
social impact targets (finance-first impact investors) (Chiappini 2017).
Within these different rationalities and logics in the sustainable finance
arena, only two forms of sustainable finance institutions represent the
main actors guiding the paradigm-building process towards the simultane-
ous production of social/environmental impact as well as financial returns:
social impact investments and ethical banking (Rizzi et al. 2018). Such
approaches remain clearly distinguished from commercial financial
approaches even if they differ in terms of business models or products
(Rizzi et al. 2018). A further attempt to simplify the nature of the concept
of SF is given by Grandin and Saidane (2011). They provided four prin-
ciples around which the definition of SF should be built: (i) innovative
approaches and new individual behaviour, (ii) sustainable growth, (iii)
proximity to people, and finally (iv) inclusive and a non-proselytizing
approach to classical finance. In other words, for the authors, SF requires
new behaviours (regulation, controls and financial system adaptions) while
stressing and ensuring proximity to people by changing the shareholders’
value maximization paradigm to a win-win vision involving all actors.
Concisely, traditional finance focuses solely on financial return and risk. By
contrast, sustainable finance considers financial, social and environmental
returns in combination. The financial approach to sustainability has gone
through different stages over the last few decades. A first step in sustain-
able finance could be summarized as the intention, for financial institu-
tions, to avoid investing in companies with very negative impacts, such as
tobacco or whale hunting. In the second stage, environmental and social
considerations were added to the investment decision process. More
recently, in particular in the aftermath of the financial crisis of 2008, the
frontrunners are now increasingly investing in sustainable companies and
projects to create value for the wider community. In other words, the
focus is gradually shifting from short-term profit towards long-term value
creation. This is summarized well by Schoenmaker (2017): “In this
approach, finance is a means to foster sustainable development, for
20 R. FELICETTI AND A. RIZZELLO

example by funding healthcare, green buildings, wind farms, electric car


manufacturers and land-reuse projects”. In this innovative financial
approach, “The starting point of SF is a positive selection of investment
projects based on their potential to generate positive social and environ-
mental impacts. In this way, the financial system serves the sustainable
development agenda in the medium to long term” (p. 37).
More recently, the SF concept seems to be evolving in this direction,
and multilateral convergences over the concept have gravitated around the
role of finance in sustainable development. In this sense, SF refers to
finance that can play a leading role in allocating investments to sustainable
companies and projects and thus accelerate the transition to a low-carbon,
circular economy (Schoenmaker 2018). The SF concept, therefore, con-
firms the broadening evolution from shareholder value to stakeholder value
or triple bottom line: people, planet, profit. In other words, in “Sustainable
Finance 3.0” (Schoenmaker 2018), rather than merely avoiding unsus-
tainable companies from a risk perspective, financial institutions invest
only in sustainable companies and projects. In this approach, finance is a
means to foster a sustainable economy where financial decisions start with
a positive selection of impactful projects and enterprises by assuming com-
mon peculiarities: (i) intentionality of the pursuit; (ii) simultaneity of the
pursuit; and (iii) positive accountability for social/environmental returns
and financial returns.

2.6   Aligning Sustainable Capitals, Sustainable


Enterprises and the Legal Environment:
A Conceptual Framework
In this chapter, the concept of the simultaneity of profit and purpose has
been addressed in entrepreneurship, entrepreneurial law and finance using
a qualitative approach. In particular, the main criticism of traditional finan-
cial and entrepreneurship theories is that traditional frameworks fail to
explain the real financial and economic world. Several questions are posed
regarding how finance and entrepreneurship should be reconsidered in
this chapter’s ontological, epistemological and methodological assump-
tions (Zingales 2000; Margolis and Walsh 2003; Schinckus 2015;
Lagoarde-Segot and Paranque 2016).
The combined effects of the financial crisis, first, and of the social and
the focus on environmental challenges, second, undoubtedly lead to
2 FINANCING SUSTAINABLE GOALS: ECONOMIC AND LEGAL IMPLICATIONS 21

evidence that new approaches are emerging by questioning the founda-


tions of the traditional view. In Sects. 2.2 and 2.4, it is possible to observe
how the interplay of profit and purpose in finance and entrepreneurship
moved from a shareholder value approach to a stakeholder value approach.
Following the same direction, the introduction of hybrids and attempts to
push traditional for-profit corporations to deliver social goals, as high-
lighted in Sect. 2.3, shows similar attempts in the legal world.
In other words, profit and purpose appear to flow together towards a
holistic (and sustainable) value approach, where capitals are directed to
sustainable companies and projects. On the other hand, the paradigm shift
to such a framework produced a convergence of legal entrepreneurial
frameworks towards a hybridization of profit and nonprofit models.
The importance of these elements should not be overlooked because
this perspective recognizes the multidimensional (and, therefore, multidis-
ciplinary) aspects of sustainable value creation. First, this chapter empha-
sizes that impact is a key element of this paradigm. At the same time, such
points recognize that profit and purpose are instantaneously produced
through competition in the marketplace. All these aspects must be kept in
mind if this perspective is to be adequately described and classified.
Figures 2.1, 2.2 and 2.3 present a synthesis of the above-illustrated
paradigms from the perspectives of entrepreneurship, law and finance.
They describe the nexus between profit and purpose by distributing,
respectively, sustainable organizations, corporate legal models and capitals
across two dimensions: (a) business values (profit maximization) and (b)
social and sustainable purposes.
By listing each variable illustrated in Figs. 2.1, 2.2 and 2.3 of the sus-
tainability arena, Fig. 2.4 represents the combination of such variables
under a range of dimensions of simultaneous maximization of profit and
purpose as conceptualized by Emerson (2003).
Such a conceptual framework illustrates the potential for a high degree
of complexity in the interaction of these variables within the multidimen-
sional phenomenon of sustainable value creation. Such a bi-dimensional
conceptual framework can be seen as a kaleidoscope, an instrument
through which to view the enormously varying patterns of impact value
creation. The framework provides the possibility of describing subsets
within the unwieldy set of all impact entrepreneurs, their respective legal
frameworks and finance. The model illustrates three levels of simultaneous
profit and purpose maximization where the perfect balancing between the
two was obtained as sustainable entrepreneurship was pursued by
High Business value (profit maximization)

Traditional for-profit entrepreneurship

Sustainable entrepreneurship

Environmental entrepreneurship

Social entrepreneurship

Philanthropy

Charities/Non-
Low

profit

Low Social/Sustainable purpose High

Fig. 2.1 The interplay of profit and purpose along entrepreneurship logics.
(Source: Authors’ elaboration)
High
Business value (profit maximization)

Traditional for-profit models

For-profit hybrid models (Benefit


corporations)

Hybrid models (CICs; L3Cs)

Low-profit social
enterprises

Non-profit
Low

entities
Low Social/Sustainable purpose High

Fig. 2.2 The interplay of profit and purpose along corporate legal frameworks.
(Source: Authors’ elaboration)
2 FINANCING SUSTAINABLE GOALS: ECONOMIC AND LEGAL IMPLICATIONS 23

High
Business value (profit maximization)

Traditional mainstream finance

Ethical banking/Responsible
Investments

Finance first-Impact investors

Balanced impact investors

Impact first-Impact investors

Venture
Philanthropy

Charities/Non-
Low

profit

Low Social/Sustainable purpose High

Fig. 2.3 The interplay of profit and purpose along sustainable capitals and inves-
tors. (Source: Authors’ elaboration)

exploiting the market opportunities deriving from macrotrends emerging


in the sustainability arena, as conceptualized in Sect. 2.1. For such actors,
profit remains the end goal of the business, but sustainability goals are
considered an integrated part of the economic logic of the business.
Individual logic motivating such entrepreneurial ventures within these
market opportunities may arise from traditional profit maximization (for
mission-­unrelated enterprises) or from an individual motivation to con-
tribute to solving sustainability challenges (benefit corporations). It is
interesting to note that in both cases, there is a perfect overlap between
profit maximization and social/environmental impact maximization.
However, the pursuit of profit may be the main end, in one case, or may
be associated with social impact purposes, in the other case. In the first
case, no particular legal barriers prevent directors from satisfying share-
holders, and entrepreneurial activity may be conducted under traditional
corporate legal frameworks. In this sense, it is possible to affirm that
24 R. FELICETTI AND A. RIZZELLO

High

Maximum
Combination "A"
equilibrium
Economic value

Low-concessionary
Combination "B"
maximization

Concessionary
Combination "C"
maximization
Low

Low Social/Environmental value High

Fig. 2.4 Combination of entrepreneurship, corporate legal frameworks and cap-


itals in the simultaneous maximization of profit and purpose segments. (Source:
Authors’ elaboration)
A:
Mission unrelated (impact) entrepreneurship/Sustainable entrepreneurship
(market driven)
For-profit corporate models + Hybrid Corporate Model (Benefit Corporations)
Traditional finance + Finance-First Impact investors
B:
Environmental entrepreneurship
Hybrid Corporate Models (Benefit Corporations) + Hybrid Models
(CICs, L3Cs)
Finance-First Impact Investors, Balanced Impact Investors
C:
Social entrepreneurship
Hybrid Models + (CICs, L3Cs), Low-Profit Social Enterprises
Impact-first impact investors

traditional financial actors may also contribute to funding these ventures


because issues related to social impact are only “complementary” for these
types of ventures. On the other hand, similar ventures may be embraced,
2 FINANCING SUSTAINABLE GOALS: ECONOMIC AND LEGAL IMPLICATIONS 25

starting from positive intentions to contribute to social/environmental


performances beyond positive profit returns. In such cases, a legal envi-
ronment gravitating around traditional legal corporate models does not fit
well. Hybrid models such as benefit corporations open the doors of simul-
taneity in the pursuit (and accountability) of profit and social/environ-
mental benefits. In other words, in the above-described business
opportunity segment, tradition and innovation may coexist in the adop-
tion of entrepreneurial, financial and corporate legal frameworks. Such
consideration creates a series of implications for the academic (and not
only academic) debate around the relations between entrepreneurial and
financial actors involved in the pursuit of sustainability targets that was
limited to considering overall nonprofit or low-profit actors and practices.
In the other two segments identified, environmental business and social
ventures, there is not a perfect balance of profit and purpose maximization
because the business logics of such ventures derived from (less, in one
case, or more, in the second one) positive motivations to obtain environ-
mental/social returns and to measure those returns. For each segment, an
ideal combination of the three variables was identified. In other words,
within these areas of non-perfect overlap of profit and social maximiza-
tions, hybrid models of entrepreneurship, legal standing and capital
become a necessity.

2.7   Conclusions
The conceptual framework illustrated above does not purport to answer
specific questions about how sustainability meets profit or to provide spe-
cific developmental models for sustainable value creation. No claim is
made that the framework or the list of variables are comprehensive; the
claim is only that the description of the nexus between sustainable goals,
entrepreneurship, corporate legal models and finance needs to be more
comprehensive than it is at present.
A great many more questions are asked here than are answered.
However, the chapter initiates a fundamental shift in the perspective on
sustainable entrepreneurship and finance: away from viewing sustainable
finance and sustainable entrepreneurs and their ventures as an unvarying,
homogeneous population and towards a recognition and appreciation of
the complexity and variation that abounds in these phenomena. At the
European level, the importance of this concern is also amplified by ongo-
ing initiatives, such as the Report on Sustainable Finance, recently adopted
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TRANSCRIBER’S NOTES
1. Silently corrected obvious typographical errors and
variations in spelling.
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as printed.
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of the printed notation and are placed in the public
domain.
P. 78, Organum, Subsituted 1/2 note rest for
short bar line indicating break between sung
notes.
P. 78, Discant, missing slur and not whole note.
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