Description
Book SynopsisThis 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.
Trade Review'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
Table of ContentsContents: 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
