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Research Handbook on Corporate Purpose and Personhood
This insightful Research Handbook contributes to the theoretical and practical understanding of corporate purpose and personhood, which has become the central debate of corporate law. It provides cutting-edge thoughts on the role of corporations in society and the nature of their rights and responsibilities.
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Critical Acclaim
Contributors
Contents
More Information
This insightful Research Handbook contributes to the theoretical and practical understanding of corporate purpose and personhood, which has become the central debate of corporate law. It provides cutting-edge thoughts on the role of corporations in society and the nature of their rights and responsibilities.
Featuring contributions from leading scholars, the Research Handbook invites readers to reconsider corporate purpose and personhood by offering a perceptive route to better understand changes that are already apparent in the modern corporation across the world. It provides examples of how a 21st century lens for viewing corporate purpose and personhood will leave us with a different picture and a new understanding of these topics, as well as future directions in corporate social responsibility. Chapters offer analysis of a wide range of topics related to corporate purpose and personhood, including shareholder primacy, stakeholder governance, corporate social responsibility and benefit corporations.
This Research Handbook will be a vital resource for students and academics in the areas of corporate and constitutional law, as well as for researchers with an interest in management, business and social responsibility.
Featuring contributions from leading scholars, the Research Handbook invites readers to reconsider corporate purpose and personhood by offering a perceptive route to better understand changes that are already apparent in the modern corporation across the world. It provides examples of how a 21st century lens for viewing corporate purpose and personhood will leave us with a different picture and a new understanding of these topics, as well as future directions in corporate social responsibility. Chapters offer analysis of a wide range of topics related to corporate purpose and personhood, including shareholder primacy, stakeholder governance, corporate social responsibility and benefit corporations.
This Research Handbook will be a vital resource for students and academics in the areas of corporate and constitutional law, as well as for researchers with an interest in management, business and social responsibility.
Critical Acclaim
‘What is a corporation, and what is its social and economic function? These questions about the “purpose” and the “personhood” of corporations go to the heart of many urgent problems in corporate law and finance, as well as in society’s choices about regulating corporations. Yet they are unsettled, and passionately debated, even among the experts. This collection of essays, solicited and edited by two superstars of the corporate law field, brings together work by 22 of the most well-respected senior scholars, and the brightest, up-and-coming junior scholars to explore these issues. Each brings unique insights from other related fields that illuminate whole new ways to parse and understand the personhood and purpose debates. This Handbook is a must read for anyone working on these issues!’
– Margaret M. Blair, Vanderbilt University Law School, US
‘The enduring question of the role of corporations in society is again central. With evidence that stockholder power has contributed to lower gainsharing with workers, increased externalities, and corporate conduct slowing the necessary response to climate change, finding a positive way forward to capture the dynamism of the corporate form while channeling it in a positive way consistent with the public interest is vital. This Handbook gives the reader, in one shot, access to the thoughts of diverse viewpoints, but sharing a singular characteristic, all of them have perspectives worth considering.’
– Leo E. Strine, Jr., Wachtell, Lipton, Rosen & Katz, US
– Margaret M. Blair, Vanderbilt University Law School, US
‘The enduring question of the role of corporations in society is again central. With evidence that stockholder power has contributed to lower gainsharing with workers, increased externalities, and corporate conduct slowing the necessary response to climate change, finding a positive way forward to capture the dynamism of the corporate form while channeling it in a positive way consistent with the public interest is vital. This Handbook gives the reader, in one shot, access to the thoughts of diverse viewpoints, but sharing a singular characteristic, all of them have perspectives worth considering.’
– Leo E. Strine, Jr., Wachtell, Lipton, Rosen & Katz, US
Contributors
Contributors: Afra Afsharipour, Miriam H. Baer, Brian R. Cheffins, Steven Davidoff Solomon, Lisa M. Fairfax, Jill E. Fisch, Kent Greenfield, Sarah C. Haan, Amir N. Licht, Ann M. Lipton, Dorothy S. Lund, Brett McDonnell, Paul B. Miller, James D. Nelson, Saule T. Omarova, Mariana Pargendler, Frank Partnoy, Martin Petrin, Edward B. Rock, Veronica Root Martinez, Daniel A. Rubens, Cynthia A. Williams
Contents
Contents:
Corporate purpose and personhood: an introduction ix
PART I JUMPING OFF POINTS FOR A NEW LOOK
AT TRADITIONAL TOPICS
1 What Jensen and Meckling really said about the public company 2
Brian R. Cheffins
2 Business purpose and the objective of the corporation 27
Edward B. Rock
3 A more equitable corporate purpose 47
Veronica Root Martinez
PART II SHAREHOLDERS VS. STAKEHOLDERS, BENEFIT
CORPORATIONS, AND ESG
4 The “value” of a public benefit corporation 68
Jill E. Fisch & Steven Davidoff Solomon
5 Enlightened shareholder value, stakeholderism, and the quest for
managerial accountability 91
Dorothy S. Lund
6 The shareholder-stakeholder alliance: exposing the link between
shareholder power and the rise of a corporate social purpose 109
Lisa M. Fairfax
7 ESG investing, or, if you can’t beat ’em, join ’em 130
Ann M. Lipton
8 Purpose in business association statutes: much ado about something
(but not much) 148
Brett McDonnell
9 For whom is the corporation managed and what is its purpose?
A stakeholder perspective based on the law of Delaware 165
Cynthia A. Williams
PART III BROADER THEORETICAL FOUNDATIONS FOR
GROUNDING VIEWS OF CORPORATE PURPOSE AND
PERSONHOOD
10 Shareholder primacy is illogical 186
Frank Partnoy
11 The “franchise” view of the corporation: purpose, personality, public policy 201
Saule T. Omarova
12 Corporate personality, purpose, and liability 222
Paul B. Miller
13 Facts and values in corporate legal theory 240
James D. Nelson
PART IV CORPORATE PERSONALITY, POLITICS, AND RIGHTS
14 Regulatory partitioning as a key function of corporate personality 263
Mariana Pargendler
15 Corporate personhood and the putative First Amendment right to discriminate 283
Kent Greenfield & Daniel A. Rubens
16 The corporation’s political purpose 299
Sarah C. Haan
17 Personhood, procedure and the endurance of corporate compliance 320
Miriam H. Baer
PART V LESSONS FROM COMPARATIVE AND INTERNATIONAL
STUDY AND POSSIBLEWAYS FORWARD
18 Beyond shareholder value: exploring justifications for a broader
corporate purpose 344
Martin Petrin
19 Lessons from India’s struggles with corporate purpose 362
Afra Afsharipour
20 Varieties of shareholderism: three views of the corporate purpose cathedral 386
Amir N. Licht
Index
Corporate purpose and personhood: an introduction ix
PART I JUMPING OFF POINTS FOR A NEW LOOK
AT TRADITIONAL TOPICS
1 What Jensen and Meckling really said about the public company 2
Brian R. Cheffins
2 Business purpose and the objective of the corporation 27
Edward B. Rock
3 A more equitable corporate purpose 47
Veronica Root Martinez
PART II SHAREHOLDERS VS. STAKEHOLDERS, BENEFIT
CORPORATIONS, AND ESG
4 The “value” of a public benefit corporation 68
Jill E. Fisch & Steven Davidoff Solomon
5 Enlightened shareholder value, stakeholderism, and the quest for
managerial accountability 91
Dorothy S. Lund
6 The shareholder-stakeholder alliance: exposing the link between
shareholder power and the rise of a corporate social purpose 109
Lisa M. Fairfax
7 ESG investing, or, if you can’t beat ’em, join ’em 130
Ann M. Lipton
8 Purpose in business association statutes: much ado about something
(but not much) 148
Brett McDonnell
9 For whom is the corporation managed and what is its purpose?
A stakeholder perspective based on the law of Delaware 165
Cynthia A. Williams
PART III BROADER THEORETICAL FOUNDATIONS FOR
GROUNDING VIEWS OF CORPORATE PURPOSE AND
PERSONHOOD
10 Shareholder primacy is illogical 186
Frank Partnoy
11 The “franchise” view of the corporation: purpose, personality, public policy 201
Saule T. Omarova
12 Corporate personality, purpose, and liability 222
Paul B. Miller
13 Facts and values in corporate legal theory 240
James D. Nelson
PART IV CORPORATE PERSONALITY, POLITICS, AND RIGHTS
14 Regulatory partitioning as a key function of corporate personality 263
Mariana Pargendler
15 Corporate personhood and the putative First Amendment right to discriminate 283
Kent Greenfield & Daniel A. Rubens
16 The corporation’s political purpose 299
Sarah C. Haan
17 Personhood, procedure and the endurance of corporate compliance 320
Miriam H. Baer
PART V LESSONS FROM COMPARATIVE AND INTERNATIONAL
STUDY AND POSSIBLEWAYS FORWARD
18 Beyond shareholder value: exploring justifications for a broader
corporate purpose 344
Martin Petrin
19 Lessons from India’s struggles with corporate purpose 362
Afra Afsharipour
20 Varieties of shareholderism: three views of the corporate purpose cathedral 386
Amir N. Licht
Index
