Shareholder Primacy in Benefit Corporations

2021 ◽  
pp. 318-333
Author(s):  
Julian Velasco
Author(s):  
David Colander ◽  
Roland Kupers

Complexity science—made possible by modern analytical and computational advances—is changing the way we think about social systems and social theory. Unfortunately, economists’ policy models have not kept up and are stuck in either a market fundamentalist or government control narrative. While these standard narratives are useful in some cases, they are damaging in others, directing thinking away from creative, innovative policy solutions. This book outlines a new, more flexible policy narrative, which envisions society as a complex evolving system that is uncontrollable but can be influenced. The book describes how economists and society became locked into the current policy framework, and lay out fresh alternatives for framing policy questions. Offering original solutions to stubborn problems, the complexity narrative builds on broader philosophical traditions, such as those in the work of John Stuart Mill, to suggest initiatives that the authors call “activist laissez-faire” policies. The book develops innovative bottom-up solutions that, through new institutional structures such as for-benefit corporations, channel individuals’ social instincts into solving societal problems, making profits a tool for change rather than a goal. It argues that a central role for government in this complexity framework is to foster an ecostructure within which diverse forms of social entrepreneurship can emerge and blossom.


Author(s):  
Simon Deakin

The debate over corporate governance is skewed by the common misunderstanding that shareholders are the owners of companies, and are entitled to have them run in their interest. The legal model of the firm is more nuanced, seeing the corporation as a complex entity characterized by co-operation between the suppliers of capital and labour, with a co-ordinating role for management. The elevation of shareholder primacy as a focal point for corporate strategy over recent decades is the result of government deferring to financial interests in the making of rules governing takeovers and board structure. Reversing financialization, and the negative impact it is having on social cohesion and innovation, will require a new legislative framework for corporate governance, with a greater role for employee voice and a reorientation of investment priorities.


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