Economic Policies for Innovative Enterprises: Implementing Multi-Stakeholder Corporate Governance

Large corporations dominate economic and social life in the United States and around the globe. The mainstream corporate governance ideology of “shareholder primacy” claims that the exclusive purpose of a corporation is to generate returns for shareholders, which means that governance decisions should be exclusively in their hands. However, shareholder primacy lacks a theory of how companies innovate, and instead focuses solely on allocation of corporate profits, misunderstanding the relationship of shareholders to the twenty-first-century corporation. The theory of the corporation as an innovative enterprise—engaged in productive innovation by producing higher-quality goods and services for lower unit costs—is an accurate way to understand what makes corporations successful producers. Stakeholder theory from progressive legal scholarship illustrates specific corporate governance institutions that can assist innovation, including fiduciary duty, stakeholder participation in decision making, and equity ownership. This article contributes to the growing literature refuting shareholder primacy by utilizing the theories of the innovative enterprise and multi-stakeholder governance to propose reshaping US corporate governance to better to serve innovation in production and a balance of power in distributional decision making. JEL classification: B50, D21, G30, G35, K22

Outsourcing in the United States and Europe

Chapter 6 analyzes how the belief in shareholder primacy justified the outsourcing of millions of jobs this century, primarily to China and, under NAFTA, to Mexico. It details the failed attempts in Congress to regulate outsourcing, partly due to lobbying by business but also as a result of the belief that these kinds of activities should be left to the market. The chapter then compares the situation in the United States with the protection of labor and the limits on outsourcing in some countries in the European Union, particularly in Germany. In the European Union, the Charter of Fundamental Rights creates significant legal rights for workers and unions. Not only do many European countries have additional laws protecting labor, they also have a culture respecting the rights of workers. The chapter explains that the prevalent cultural views in the United States toward labor, unions, and government regulation make it impossible to provide similar legal protections for U.S. workers. Nonetheless, the chapter argues that we should not only learn from the E.U. experience, but should also adopt some of the European protections of labor.

Corporate Stakeholders

Chapter 5 echoes the growing sentiment that corporations need to take into account other interests besides that of their shareholders. It traces the origins of the idea that corporations exist solely to increase the wealth of their shareholders and explains how this belief in shareholder primacy came to be accepted as a truism by many scholars, judges, and commentators. When Milton Friedman originally popularized this idea in 1962, he wrote that corporations should serve shareholder interest “within the rules of the game.” These days the rules of the game are influenced tremendously by business lobbying. The chapter explains how the political influence of labor waned and was replaced by business influence in the 1970s. Since that time, Congress has done very little to protect labor because business interests have become extremely powerful lobbyists and substantial donors to political campaigns.

La pugna entre el shareholder primacy model y la stakeholder theory en la doctrina y práctica anglosajona. Estado de la cuestión

Existe una pugna entre los defensores de que los accionistas sean la referencia, a la que la dirección de la empresa tiene que mirar cuando adopta sus decisiones; frente a los que creen que, junto a estos se deben tomar en cuenta los intereses de otros stakeholders como son los trabajadores, los acreedores, los proveedores y los clientes. Si bien la doctrina, e incluso las posibilidades legislativas, avalan la segunda postura en los países anglosajones; tanto la práctica, como el análisis de los principales Códigos de Buen Gobierno, nos muestran que en realidad sigue vigente la primera. ¿Porqué? Recibido: 14 enero 2013Aceptado: 18 febrero 2013

Walmart and Guns: A Case Study in Modern Corporate Governance

In August 2019, the Business Roundtable issued a new Statement on the Purpose of a Corporation. The statement, signed by 181 CEOs, including Doug McMillon of Walmart, declared that corporations should seek to serve the interests of all stakeholders—a marked departure from the Roundtable’s prior embrace of shareholder primacy. This shift in position reinvigorated debate among business and legal scholars about the proper purpose of a corporation. Using Walmart as a case study, this Note argues that corporations are indeed adopting a more flexible and responsive conception of corporate purpose. This Note begins with a discussion of corporate governance theories, detailing four distinct visions of corporate purpose and control. It then examines Walmart’s decisionmaking process regarding ammunition and firearm sales in the wake of a tragic mass shooting at one of its stores. Finally, it concludes by reconciling Walmart’s conduct with the prevailing theories of corporate governance, ultimately finding team production theory— which calls for the balancing stakeholder interests—to be most applicable.