Appunti sul dialogo delle società quotate con gli stakeholder non azionisti

The essay examines how listed companies engage in dialogue with non-shareholder constituencies, a practice EU law acknowledges without regulating. Treating such dialogue as in-bound information, the reverse of the flow in shareholder engagement, it reconstructs, de lege lata, a procedural duty to listen. The duty rests not on EU legislation, whose scope was drastically narrowed in 2026, but on directors’ duties to act on an informed basis and to es-tablish adequate organisational arrangements, on the model of the dialogue with workers’ representatives required for sustainability reporting. A total lack of listening channels per-tains to risk management, not risk-taking, and thus falls outside the business judgment rule. Instrumental in function and communicative in structure, the duty leaves the corporate pur-pose unaffected. The proposals identify flexible self-regulation as the instrument of choice, now a benchmark for the control body’s oversight; they rule out an individual right to dia-logue and envisage instead a procedural trigger: a power to report to that body, reserved to categories of legally recognised representativeness, and a feedback mechanism, drawn from third-sector law, combining social impact assessment with a duty to justify disregarding stakeholder input.