Identifying the core mainstay of the ESG information disclosure system is the theoretical premise for its systematic arrangement. The complex relationship between rights and power in the ESG information disclosure system suggests that the rights-power legal theory provides a more comprehensive explanatory framework. The rights dimension of ESG information disclosure practice refers to investors’ right to know regarding non-financial information, corporate managers’ autonomy in decision-making within the information disclosure framework, and stakeholders’ right to know and supervise to protect their own interests. The power dimension refers to regulators’ supervisory and management power to maintain market order. The conflict between rights and power is the driving force behind the development of the ESG information disclosure system, specifically manifested as the adversarial cooperative relationship between investors and regulators. The imbalance between rights and power is the main reason why the current ESG information disclosure system cannot operate effectively. Specific manifestations of these shortcomings include the imbalanced interaction between corporate managers and regulators, information barriers between corporate managers and investors, and communication obstacles between corporate managers and stakeholders. To address these shortcomings, the ESG information disclosure system can be improved from the perspective of rights-power legal theory. Specific measures include that: First, in accordance with the principle of “disclose or explain”, establish a semi-mandatory information disclosure system to promote a shift in the relationship between corporate managers and regulators from strategic interaction to collaborative governance. Second, based on the theoretical paradigm of holism, the information supply side and demand side should be coordinated by optimizing corporate managers’ information provision methods and enhancing investors’ ability to search and process information, thereby promoting communication and dialogue between corporate managers and investors. Third, adopting the board-centered approach, incorporate the content related to stakeholder protection into the system of director obligations, and establish an ESG due diligence system guaranteeing stakeholders’ participation and expression of concerns, so as to gradually promote substantive interaction between corporate managers and stakeholders.

Journal of Shanghai University of Finance and Economics
LiuYuanchun, Editor-in-Chief
ZhengChunrong, Vice Executive Editor-in-Chief
GuoChanglin YanJinqiang WangWenbin WuWenfang, Vice Editor-in-Chief
The ESG Information Disclosure System from the Perspective of Rights-power Legal Theory
Journal of Shanghai University of Finance and Economics Vol. 27, Issue 03, pp. 138 - 152 (2025) DOI:10.16538/j.cnki.jsufe.2025.03.010
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Ye Wenping, Lin Yuanben. The ESG Information Disclosure System from the Perspective of Rights-power Legal Theory[J]. Journal of Shanghai University of Finance and Economics, 2025, 27(3): 138-152.
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