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Corporate Social Responsibility and the Legitimacy of the Shareholder Primacy Norm

Corporate Social Responsibility and the Legitimacy of the Shareholder Primacy Norm
Author: David Ronnegard
Publisher:
Total Pages: 0
Release: 2013
Genre:
ISBN:

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Shareholder primacy is considered a major impediment to corporate social responsibility. This paper examines the status of the Shareholder Primacy Norm under US and UK law and shows that it is no longer legally enforceable, but remains a powerful social norm among managers, in part because of the sole voting rights of shareholders. Accordingly, we apply Rawls' social contract theory to evaluate the legitimacy of shareholder primacy as manifest through the voting rights of shareholders and assess whether this principle of governance would be endorsed or the Stakeholder Equality Norm, a competing norm proposed here as an operationalization of stakeholder theory. Contrary to expectations, we find that a Rawlsian analysis is more supportive of shareholder primacy than stakeholder theory because it dictates that economic efficiency would determine the best governance principle and shareholder primacy would likely be more efficient. However, shareholder primacy would not be unfettered because justice considerations of Rawls' theory impose exogenous constraints, primarily in the form of legislation. We conclude by showing that the on-going debate between shareholder primacy and stakeholder theory is in many respects about the choice between exogenous vs. endogenous constraints and essentially a debate between political liberalism and libertarianism.


Company Law and Sustainability

Company Law and Sustainability
Author: Beate Sjåfjell
Publisher: Cambridge University Press
Total Pages: 373
Release: 2015-05-21
Genre: Business & Economics
ISBN: 1107043271

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This book advances an innovative, multi-jurisdictional argument for the necessity of company law reform to reorient companies towards environmental sustainability.


Shareholder Primacy, Corporate Social Responsibility, and the Role of Business Schools

Shareholder Primacy, Corporate Social Responsibility, and the Role of Business Schools
Author: N. Craig Smith
Publisher:
Total Pages: 44
Release: 2014
Genre:
ISBN:

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This paper examines the Shareholder Primacy Norm (SPN) as a widely acknowledged impediment to corporate social responsibility and explores the role of business schools in promoting the SPN but also potentially as an avenue for change by addressing misconceptions about shareholder primacy and the purpose of business. We start by explaining the SPN and then review its status under US and UK law and show that it is not a legal requirement, at least under the guise of shareholder value maximization. This is in contrast to the common assertion that managers are legally constrained from addressing CSR issues if doing so would be inconsistent with the economic interests of shareholders. Nonetheless, while the SPN might be muted as a legal norm, we show that it is certainly evident as a social norm among managers and in business schools -- reflective, in part, of the sole voting rights of shareholders on corporate boards and of the dominance of shareholder theory -- and justifiably so in the view of many managers and business academics. We argue that this view is misguided, not least when associated with claims of a purported legally enforceable requirement to maximize shareholder value. We propose two ways by which the influence of the SPN among managers might be attenuated: extending fiduciary duties of executives to non-shareholder stakeholders and changes in business school teaching such that it covers a plurality of conceptions of the purpose of the corporation.


The Cambridge Handbook of Stakeholder Theory

The Cambridge Handbook of Stakeholder Theory
Author: Jeffrey S. Harrison
Publisher: Cambridge University Press
Total Pages: 301
Release: 2019-05-09
Genre: Business & Economics
ISBN: 1107191467

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A comprehensive foundation for stakeholder theory, written by many of the most respected and highly cited experts in the field.


The Fallacy of Corporate Moral Agency

The Fallacy of Corporate Moral Agency
Author: David Rönnegard
Publisher: Springer
Total Pages: 225
Release: 2015-05-12
Genre: Philosophy
ISBN: 9401797560

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It is uncontroversial that corporations are legal agents that can be held legally responsible, but can corporations also be moral agents that are morally responsible? Part one of this book explicates the most prominent theories of corporate moral agency and provides a detailed debunking of why corporate moral agency is a fallacy. This implies that talk of corporate moral responsibilities, beyond the mere metaphorical, is essentially meaningless. Part two takes the fallacy of corporate moral agency as its premise and spells out its implications. It shows how prominent normative theories within Corporate Social Responsibility, such as Stakeholder Theory and Social Contract Theory, rest on an implicit assumption of corporate moral agency. In this metaphysical respect such theories are untenable. In order to provide a more robust metaphysical foundation for corporations the book explicates the development of the corporate legal form in the US and UK, which displays how the corporation has come to have its current legal attributes. This historical evolution shows that the corporation is a legal fiction created by the state in order to serve both public and private goals. The normative implication for corporate accountability is that citizens of democratic states ought to primarily make calls for legal enactments in order to hold the corporate legal instruments accountable to their preferences.


The Cambridge Handbook of Corporate Law, Corporate Governance and Sustainability

The Cambridge Handbook of Corporate Law, Corporate Governance and Sustainability
Author: Beate Sjåfjell
Publisher: Cambridge University Press
Total Pages: 758
Release: 2019-12-12
Genre: Law
ISBN: 9781108473293

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The emerging field of corporate law, corporate governance and sustainability is one of the most dynamic and significant areas of law and policy in light of the convergence of environmental, social and economic crises that we face as a global society. Understanding the impact of the corporation on society and realizing its potential for contributing to sustainability is vital for the future of humanity. This Handbook comprehensively assesses the state-of-the-art in this field through in-depth discussion of sustainability-related problems, numerous case studies on regulatory responses implemented by jurisdictions around the world, and analyses of predominant strategies and potential drivers of change. This Handbook will be an essential reference for scholars, students, practitioners, policymakers, and general readers interested in how corporate law and governance have exacerbated global society's most pressing challenges, and how reforms to these fields can help us resolve those challenges and achieve sustainability.


Shareholder Primacy as an Untenable Corporate Norm

Shareholder Primacy as an Untenable Corporate Norm
Author: Yong-Shik Lee
Publisher:
Total Pages: 0
Release: 2023
Genre: BUSINESS & ECONOMICS
ISBN: 9781638282891

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A seminal case in corporate law (Dodge v. Ford Motor Co), set the cardinal principle that corporations must serve the interests of shareholders rather than the interests of employees, customers, or the community. This principle, referred to as "shareholder primacy," has been considered a tenet of the fiduciary duty owed by corporate directors. The shareholder primacy norm has influenced corporate behavior and encouraged short-term profit-seeking behavior with significant social ramifications. Corporations have been criticized for undermining the interests of employees, customers, and the community in the name of profit maximization. Shareholder Primacy as an Untenable Corporate Norm argues that corporate interests and broader social interests, such as benefits to consumers and employees, are not mutually exclusive and can be reconciled by allowing corporate managers and majority shareholders to define corporate interests more broadly, beyond the narrow confines of shareholder primacy. This monograph examines the flaws of shareholder primacy as the principle for corporate governance and discuss an alternative approach (the stakeholder approach). It also discusses the necessity of a statutory adjustment and propose legal reform to clarify the current ambiguity about the legal status of shareholder primacy.


Corporate Social Responsibility & Concession Theory

Corporate Social Responsibility & Concession Theory
Author: Stefan J. Padfield
Publisher:
Total Pages: 35
Release: 2015
Genre:
ISBN:

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This Essay examines three related propositions: (1) Voluntary corporate social responsibility (CSR) fails to effectively advance the agenda of a meaningful segment of CSR proponents; (2) None of the three dominant corporate governance theories - director primacy, shareholder primacy, or team production theory - support mandatory CSR as a normative matter; and, (3) Corporate personality theory, specifically concession theory, can be a meaningful source of leverage in advancing mandatory CSR in the face of opposition from the three primary corporate governance theories. In examining these propositions, this Essay makes the additional claims that Citizens United: (A) supports the proposition that corporate personality theory matters; (B) undermines one of the key supports of the shareholder wealth maximization norm; and (C) highlights the political nature of this debate. Finally, I note that the Supreme Court's recent Hobby Lobby decision does not undermine my CSR claims, contrary to the suggestions of some commentators.


Corporate Social Responsibility

Corporate Social Responsibility
Author: Subhabrata Bobby Banerjee
Publisher: Edward Elgar Publishing
Total Pages: 220
Release: 2009-01-01
Genre: Business & Economics
ISBN: 184720855X

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This book has many merits. It will make fascinating reading for the increasing number of organizational scholars who wonder how organizational research can engage more in accounting for the impact of corporations on their environment in a broad sense. Bahar Ali Kazmi, Bernard Leca and Philippe Naccache, Organization Studies This book is for those who will enjoy a thoughtful and informative monograph that acutely summarises and refreshes critique from a political and sociological perspective. It is a comprehensive re-interpretation of the corporate world and the evidently meretricious regime of CSR which makes it an enjoyable compendium for critical management studies fans . . this erudite volume will be valuable to mainstream, social science academics either involved in (or dismissive of) CSR and sustainability discourses in management education and research. David Bevan, Scandinavian Journal of Management Banerjee s book is thought provoking and must be read. But it should be read not only by corporate social responsibility scholars but by all business scholars. It is through Banerjee s provocations that we can understand the shortcomings of corporate systems and the boundaries of corporate social responsibility. Pratima Bansal, Administrative Science Quarterly This is a tour de force that carefully assembles and incisively interrogates perhaps the most pressing problem of our age: how to harness the resources of corporations to tackle global problems of poverty, oppression and environmental degradation? Banerjee does not present us with glib pronouncements or simplistic fixes. Instead, he brilliantly illuminates the scale of the challenges and lucidly assesses the relevance and value of CSR responses to date. Hugh Willmott, University of Cardiff, UK Bobby Banerjee takes on the popular mythologies of neo-liberal corporate social responsibility with enviable flair and a thoroughness of scholarship that will dismay its apologists. His critique extends from the origins of the modern corporation and its well-known abuses and excesses to far harder targets the more attractive alternatives that have been developed for theory and practice that, as Banerjee shows brilliantly, only serve to mask continuing neo-colonial abuses. Banerjee is not content simply to expose the impossibilities of doing good works whilst maximizing shareholder value, the win-win view of CSR, but he bites the bullet with some uncompromising but realistic proposals for the future reconstruction of CSR both as a field of study and as a business practice. We have needed this exposure of the bad and the ugly for a long time. The current versions of CSR are simply just not good enough. Stephen Linstead, University of York, UK Banerjee pulls the beguiling mask off corporate social responsibility. Taking the vantage point of the world s poor, he shows CSR to be a cruel hoax corporations cynical effort to undermine growing demands for economic and environmental justice. Paul S. Adler, University of Southern California, US This book problematizes the win-win assumption underlying discourses of CSR and suggests that it is a rhetoric that is invariably subordinated to that of corporate rationality. Rather than see CSR as providing the means to transform corporations by advocating a stakeholder view of the firm it argues that CSR represents an ideological movement designed to consolidate the power of transnational corporations and provide a veneer of liberality to the illiberal economic agenda of the major global institutions. Stewart Clegg, University of Technology, Sydney, Australia Professor Banerjee offers us a refreshing analysis of corporate social responsibility (CSR) in an otherwise comparatively turgid literary landscape. People may disagree with his criticism that because of its preoccupation with shareholder value, the corporation is an inappropriate agent for social change but it is backed up by strong theoretical and substantive empirical