Corporate Law

Recommender Systems (RS) on digital platforms increasingly influence user behavior, raising ethical concerns, privacy risks, harmful content promotion, and diminished user autonomy. This article examines RS within the framework of regulations and lawsuits in the United States and advocates for legislation that can withstand constitutional scrutiny under First Amendment protections. We propose (re)framing RS-curated content as commercial speech, which is subject to lessened free speech protections. This approach provides a practical path for future legislation that would allow for effective oversight (...) of RS, particularly in areas of substantial public interest like child safety, national security, and misinformation. (shrink)

Oriental scholars discuss the concept of corporate personalitywithout any reference to Islamic law. A leading proponent of this view isJoseph Schacht; a western scholar of jurisprudence who contended that Islamicjurisprudence is limited to individual personality and devoid of corporate laws,hence, contractual agreements between corporations has no basis in Islamiclaw. Several scholars and researcher have responded with sufficient literatureon the status of an artificial person in Islamic law, but there are still issues withthe legal implication of corporate personality in the event (...) of financial distress.This study aims to explore Islamic threshold on fundamental principles ofcorporate personalities and its contemporary applications in the situation offinancial trouble. The study will employ the analytical approach in describingthe essential characteristics of a corporation as inherent in Islamic law throughinterpolation from the natural person and the possibility of adapting the existingconventional bankruptcy laws. This study employs an analytical approach to Islamic literature and regular related works. The study found out that eventhough the concept of financial distress has basis in Islamic law, it remainscomplicated as it entails insolvency, bankruptcy and interdiction in a debtorcreditorrelationship. Overall, further efforts need to be done to put theseconcepts into contemporary and applicable perspectives without violatingIslamic fundamental principle of justice and fair dealings. (shrink)

Jensen and Meckling’s 1976 definition of the firm as a legal fiction which serves as a nexus for contracts between individuals sits well with the Coasean narrative on the firm while at the same time being at odds with it. Available interviews with Jensen shed little light on the origins and meaning of this unusual definition. The paper shows how the definition captured, and was a response to, the American socio-political context of the early and mid-1970s, and traces how Jensen (...) and Meckling employed it once they themselves got immersed in the public debate about corporate responsibility and regulation in the late 1970s and early 1980s. It also considers Jensen and Meckling’s place in the literature on the economics of corporate law developed mostly in the 1980s. (shrink)

This paper is about why voluntary associations, such as churches, unions and political parties, are subject to natural justice requirements in common law: in other words, why they are required to treat their members fairly. These requirements are typically imposed (under the name of procedural fairness) by public law on exercises of state authority, but voluntary associations do not exercise state authority. Voluntary associations are set up in private law, as structures of property and contract, but property and contract law (...) do not ordinarily require rights to be exercised in accordance with natural justice. What is needed is an account which locates voluntary associations within private law while adverting to what they have in common with the state: that they make and apply rules to facilitate human interaction. I propose such an account, drawing on an idea from Lon Fuller. Natural justice requirements on voluntary associations are grounded in the rule of law. (shrink)

Several states have enacted specialized limited liability company legislation in an attempt to attract decentralized autonomous organizations. In this way, the regulatory competition debate surrounding states such as Wyoming, Tennessee, and Vermont, attempting to dethrone Delaware, has found a new battleground. According to Professor Lynn LoPucki, this will entail a regulatory race to the bottom, that is, a race to “laxity.” I disagree. In fact, deregulation has already been achieved in the traditional limited liability company form. The decentralized autonomous organization (...) limited liability company is no laxer or more attractive to investors, who will likely prefer the traditional limited liability company or even other entity forms, given the diversity of investors’ needs and aims. Moreover, some decentralized autonomous organization organizers may wish not to incorporate at all, hoping to avoid the law altogether. While increasingly risky, this strategy rests on the belief in the alegality liability shield, further diminishing the impact of the lex specialis approach. After analyzing the statutory developments and the scholarly and industrial commentary, I conclude that in decentralized autonomous organizations, as elsewhere, the regulatory race to the bottom is a fad. (shrink)

Corruption is a ubiquitous problem. As Gillian Brock notes early on, it exists to one degree or another in all societies, no matter their stage of development, and is regularly identified by the public as one of the top problems in the world (2–3). Despite its importance and frequency, it hasn’t been a central topic for philoso- phers working on normative moral and political theory. This isn’t to say that it has been ignored, but it has mostly been seen as (...) a specialty topic in areas such as business ethics, criminal law theory focusing on white-collar crime, or certain sub- areas in democratic theory. However, as Brock points out, corruption has particular importance for questions of global justice, given that “corruption plays an enor- mous role in sustaining global injustice and hinders efforts aimed at remedying global deprivations” (17). This comes not only from the sort of large-scale corrup- tion by government officials that starves developing countries of funds needed to provide necessary services but also from more day-to-day corruption in the provi- sion of water, leaving many people without access to clean drinking water; in con- struction, where people must make do with substandard and unsafe buildings; in the provision of education and medical services; and so on. Despite the massive size of the global justice literature, Brock’s book is one of the first—perhaps the first— to focus specifically on corruption in relation to global justice. It would be an im- portant work for this reason alone, but it also has many other virtues which should make it the touchstone of the topic going forward. (shrink)

This paper is about when associations, and in particular associations that are part of the state, should be treated as legal persons. I distinguish two forms of association – those that render coherent the agency of their members and those that are group agents – and argue that only the latter should be treated as persons. Following this, I discuss the conditions under which associations that are part of the state can legitimately be group agents.

The fear that business corporations have claimed unwarranted constitutional protections which have entrenched corporate power has produced a broad social movement demanding that constitutional rights be restricted to human beings and corporate personhood be abolished. We develop a critique of these proposals organized around the three salient rationales we identify in the accompanying narrative, which we argue reflect a narrow focus on large business corporations, a misunderstanding of the legal concept of personhood, and a failure to distinguish different kinds of (...) constitutional rights and the reasons for assigning them. Corporate personhood and corporate constitutional rights are not problematic per se once these notions are decoupled from biological, metaphysical, or moral considerations. The real challenge is that we need a principled way of thinking about the priority of human over corporate persons which does not reduce the efficacy of corporate institutions or harm liberal democracies. (shrink)

Corporations are increasingly asked to specify a ‘purpose.’ Instead of focusing on profits, a company should adopt a substantive purpose for the good of society. This chapter analyses, historicises, and radicalises this call for purpose. It schematises the history of the corporation into two main purpose/power regimes, each combining a way of thinking about corporate purpose with specific institutions to hold corporate power to account. Under the special charter regime of the seventeenth to mid-nineteenth centuries, governments chartered companies to pursue (...) specific public purposes. Under criticism for corruption and lack of competition, the special charter regime gave way to the contemporary general incorporation regime, under which no particular purposes are demanded of corporations, and profit-seeking has become the norm. This regime has now come under criticism, with calls for a new social purpose regime. The analysis of these three regimes focuses on politicisation. The chapter argues that orienting companies to substantive social purposes requires politicising the business corporation, creating meaningful accountability mechanisms to align companies with the goals of the public. The purpose paradigm must overcome its political timorousness and be more institutionally radical. The difficulty is doing this without unacceptable corruption and inefficiency. A form of ‘proper politicisation’ is needed. At the end of the chapter, some directions for reform are discussed, which may deliver on that desideratum. (shrink)

Corporations are increasingly asked to specify a ‘purpose.’ Instead of focusing on profits, a company should adopt a substantive purpose for the good of society. This chapter analyses, historicises, and radicalises this call for purpose. It schematises the history of the corporation into two main purpose/power regimes, each combining a way of thinking about corporate purpose with specific institutions to hold corporate power to account. Under the special charter regime of the seventeenth to mid-nineteenth centuries, governments chartered companies to pursue (...) specific public purposes. Under criticism for corruption and lack of competition, the special charter regime gave way to the contemporary general incorporation regime, under which no particular purposes are demanded of corporations, and profit-seeking has become the norm. This regime has now come under criticism, with calls for a new social purpose regime. The analysis of these three regimes focuses on politicisation. The chapter argues that orienting companies to substantive social purposes requires politicising the business corporation, creating meaningful accountability mechanisms to align companies with the goals of the public. The purpose paradigm must overcome its political timorousness and be more institutionally radical. The difficulty is doing this without unacceptable corruption and inefficiency. A form of ‘proper politicisation’ is needed. At the end of the chapter, some directions for reform are discussed, which may deliver on that desideratum. (shrink)

Over recent decades, several global tech giants have gained enormous power while at the same time generating various disputes with their end-users, local governments, and regulators. We propose that the Jewish concept of covenant can help the above parties, legal scholars, and wider society, in addressing this complex legal reality. We present the challenge of disequilibrium between the above four parties against the main points of conflict: the requirement of customer consent; clear contractual provisions upon entry; options for reasonable customer (...) exit; limitations on the platform’s ability to exercise unilateral termination; profile-based discrimination; and liability for mere intermediation. We introduce the biblical concept of covenant, and we review its unfolding in Jewish tradition. Further, we conceptualize three main covenantal principles: (1) responsibility—God and humans are both conceived as moral agents; (2) reciprocity—God as a caring law giver, open to human appeals; and (3) reasonability—divine instruction as initially intelligible. We demonstrate how the latter principle of explainability is exercised in the biblical law narratives and how the story of Balaam stresses the significance of moral agency that cannot hide behind “mere intermediary” claims. In light of this analysis, we revisit the relationship between tech giants and tech users to demonstrate how covenantality offers novel ways to conceptualize the noted conflicts between the parties. (shrink)

Podstawowym celem artykułu jest przybliżenie dyskursu wokół możliwości regulacji gospodarki współdzielenia (ang. sharing economy) oraz omówienie potencjalnych instrumentów polityki publicznej, które mogą służyć do ograniczenia negatywnych skutków rozwoju tego systemu gospodarczego. Artykuł w pierwszej kolejności przybliża rozumienie koncepcji regulacji i régulation oraz omawia związki gospodarki współdzielenia z koncepcją współzarządzania cyfrowego. Następnie po przybliżeniu wybranych pozytywnych i negatywnych efektów gospodarki współdzielenia wskazane zostają wybrane instrumenty regulacyjne. W podsumowaniu wskazano na możliwe kierunki dalszych badań.

Cyber risk has become one of the greatest threats to firms in recent years. Accordingly, boards of directors must be continually vigilant about this danger. They have a duty to ensure that the companies adopt appropriate cybersecurity measures to manage the risk of cyber fraud. Boards should also ensure that the firm disclose material cyber risk and breaches. We examine how the board’s gender composition can influence the extent of such disclosure, based on a sample of the companies listed on (...) the S&P/TSX 60 Index over the period 2014–2018. Results show evidence of a positive association between the presence and level of cybersecurity disclosure and board gender diversity. However, the board must boast a critical mass of at least three women before this positive impact can be observed. Our findings contribute to the debate on the importance of gender diversity by adding the concept of the positive influence of heterogeneity on cyber disclosure. We also augment the literature on the critical mass of women in boardrooms by providing empirical evidence that three or more women constitute the threshold for better governance. Our study has important implications for investors, stakeholders and regulators. If investors wish to increase cybersecurity disclosure, they should ask for more diversified boards. Our findings support regulators in their efforts to increase women’s representation on boards by providing empirical evidence of better outcomes with this type of board composition. (shrink)

There is an important but underappreciated ambiguity in Hobbes’ concept of personhood. In one sense, persons are representatives or actors. In the other sense, persons are representees or characters. An estate agent is a person in the first sense; her client is a person in the second. This ambiguity is crucial for understanding Hobbes’ claim that the state is a person. Most scholars follow the first sense of ‘person’, which suggests that the state is a kind of actor – in (...) modern terms, a ‘corporate agent’. I argue that Hobbes’ state is a person only in the second sense: a character rather than an actor. If there are any primitive corporate agents in Hobbes’ political thought, they are representative assemblies, not states or corporations. Contemporary political theorists and philosophers tend to miss what is unique and valuable about Hobbes’ idea of state personality because they project the idea of corporate agency onto it. (shrink)

This paper discusses the legal aspects of the activities of transnational corporations. The relevance of the subject matter is determined by the significant impact exerted by transnational corporations on the world economy in general and on the economic situation of the country in which such corporations are registered as a subject of legal form of ownership in particular. Quality functioning of transnational corporations is an effective factor for the formation of sustainable development. This study reveals and determines the relationship between (...) the scale of activity of transnational corporations and their legal status within the framework of both single countries and entire economic communities, the individual subjects of law of which are transnational corporations. The practical significance of this study lies in the possibility of identifying and stating key aspects that play a significant role in assessing the practical activities of transnational corporations in the context of existing legal law with the ability to use the identified patterns in specific legal practice. The results of this study can be of significant practical importance for employees in the field of legal support for the activities of transnational-scale corporations, who are faced with the need to deeply analyse the legal aspects of the activities of these organisations and provide management of such structures with timely, highquality legal recommendations regarding the correction of the activities of these organisations in the context of the existing legal field. (shrink)

This article argues that corporate law has become the legal platform upon which is erected a social process impeding society’s capacity to lucidly reflect on its primary ends; in this sense, corporate law is in conflict with social autonomy. This process is described here as a social feedback loop, in the structural centre of which lies the corporation which imposes its own purpose as an irrational social end, i.e. irrespective of its potentially catastrophic social consequences. The article argues that resolving (...) the conflict between corporate law and social autonomy is impossible, because it presupposes a change of social paradigm towards one where corporate law as business organisation law has no obvious fit. This questions the social legitimacy of corporate law, signifies its non-permanence and thus opens up the field for seeking radical alternatives in the future. (shrink)

The purpose of this symposium is to shed light on the genealogy of the idea of a business corporation, an economic institution which has long been regarded with a mixture of awe and apprehension. Each of the four original contributions addresses the history of some of its key features. In the process, each contributor reveals some of the insights that history has to teach us regarding the central concepts that inform contemporary debates about the nature of the corporation, the contours (...) of the corporation's purpose, the sources of corporate power, the functions of corporate law, the duties of directors, the status of shareholders, and the legitimacy of corporate rights. (shrink)

Business Ethics: A European Review, EarlyView.

A recent French reform has revised the legal definition of the corporation. In essence, the law stipulates that the corporation must be run with due regard to the social and environmental impacts of its activity. It also introduces the notion of raison d’être and affords the possibility for any corporation to assign social or environmental purposes to itself, defined in its by-laws. This reform is similar to recent reforms in the UK and the US, but is based on an original (...) and distinctive theoretical argument. The aim of our article is to analyze the fundamental tenets of this reform and their implications for the theory of the corporation. It shows that the new law is based on a new positive definition of the enterprise as not only an economic organization or a productive entity, but more fundamentally a space for innovative collective action. We argue that this view of the enterprise challenges our conceptualization of the corporation in two important ways. First, it shows that the traditional theories overlook the activities of the enterprise and their related impacts, and that the corporation is not necessarily the appropriate legal vehicle for the innovative enterprise. Second, it suggests that the stipulation of the enterprise’s purpose or raison d’être in the corporate by-laws can provide new promising legal foundations for corporate responsibility. (shrink)

In this Response to Hasko von Kriegstein, I defend several claims, including that the publicly-traded corporation and its assets are unowned; that managers may stand in fiduciary relations to shareholders that do not require managers to maximize shareholder wealth; and that the rights of a shareholder and of the owner of a privately-held corporation may differ fundamentally.

Strudler rejects shareholder primacy and argues that, once contractual obligations have been fulfilled and shareholders have received a reasonable return on investment, corporate executives may use corporate wealth for the general good. He seeks to establish this claim via an argument that, contrary to the received view, shareholders do not own corporations. After raising some questions about the latter argument, this commentary goes on to argue that the question of corporate ownership is a red herring. The argument for shareholder primacy (...) that Strudler wants to reject does not rely on the premise that shareholders own the firm. (shrink)

For centuries in the UK and elsewhere, charities have been widely regarded as admirable and virtuous organisations. Business corporations, by contrast, have been characterised in the popular imagination as entities that lack a capacity for moral judgement. Drawing on the philosophical literature on the moral agency of organisations, we examine how the law shapes the ability of charities and business corporations headquartered in England to exercise moral agency. Paradoxically, we find that charities are legally constrained in exercising moral agency in (...) ways in which business corporations are not. Implications for charities and business corporations are then explored. (shrink)

This work offers a new theory of what it means to be a legal person and suggests that it is best understood as a cluster property. The book explores the origins of legal personhood, the issues afflicting a traditional understanding of the concept, and the numerous debates surrounding the topic.

Often overlooked in studies of the corporation is the recognition that the modern corporate form and its power are rooted in the issue of race, and more specifically, in racial oppression. The racialized roots of the corporation become exposed when we acknowledge the significance of slavery and the Fourteenth Amendment to the evolution of the corporate form along with the discriminatory role corporations have traditionally played in shaping race relations in the U.S. This article draws upon several theoretical perspectives, primarily (...) critical race theory, management theory, legal studies, diversity management, and corporate social responsibility to introduce the corporate responsibility to race concept and establish it as a new basis for understanding why corporate persons have a responsibility for improving race relations. (shrink)

The purpose of the symposium is to address global and domestic insolvency law issues.

The purpose of the article is to examine the role of the board of directors in corporate law in Jordan.

While researchers in business ethics, moral philosophy, and jurisprudence have advanced the study of corporate agency, there have been very few attempts to bring together insights from these and other disciplines in the pages of the Journal of Business Ethics. By introducing to an audience of business ethics scholars the work of outstanding authors working outside the field, this interdisciplinary special issue addresses this lacuna. Its aim is to encourage the formulation of innovative arguments that reinvigorate the study of corporate (...) agency and stimulate further cross-fertilization of ideas between business ethics, law, philosophy, and other disciplines. (shrink)

This article attempts to think through the logic and distinctiveness of the early Royal Society's position as a metropolitan knowledge community and chartered corporation, and the links between these aspects of its being. Among the knowledge communities of Restoration London it is one of the best known and most studied, but also one of the least typical and in many respects one of the least coherent. It was also quite unlike the chartered corporations of the City of London, exercising almost (...) none of their ordinary functions and being granted very limited power and few responsibilities. I explore the society's imaginative and material engagements with longer-established corporate bodies, institutions and knowledge communities, and show how those encounters repeatedly reshaped the early society's internal organization, outward conduct and self-understanding. Building on fundamental work by Michael Hunter, Adrian Johns, Lisa Jardine and Jim Bennett, and new archival evidence, I examine the importance of the city to the society's foundational rhetoric and the shifting orientation of its search for patronage, the development of its charter, and how it learned to interpret the limits and possibilities of its privileges through its encounters with other chartered bodies, emphasizing the contingent nature of its early development. (shrink)

Some societies used to impose liability on inanimate objects, a practice we’d now regard as silly and confused. When we punish corporations today, are we making similar mistakes? Here I consider some important sources of philosophical skepticism about imposing criminal liability on corporations, and I argue that they admit of answers, which places punishing corporations on stronger footing than punishing inanimate objects. First, I consider the eligibility challenge, which asserts that corporations are not the right kind of thing to be (...) punished. Second, the reductionist challenge insists that corporate culpability always reduces to individual culpability. I suggest that progress can be made in addressing these challenges by asking the right law-focused questions and attending to recent developments in criminal law theory and moral philosophy. (shrink)

This project investigates critical issues and events related to Trek Therapeutics experience as a public benefit corporation. We will present and discuss how Trek differentiates itself in an industry where the attention is on high prices supporting high investor returns. Trek’s benefit corporation status helped it garner favorable attention in some respects, but has also presented challenges, particularly when it comes to attracting new capital.

More than half of the S&P 500 and the Fortune 500 companies publish corporate social responsibility reports. CSR is at the heart of a new form of corporation, the benefit corporation, which requires the pursuit of a social purpose as well as pursuit of profit. Thirty-four states, plus the District of Columbia, have enacted benefit corporation legislation. Most laws require that benefit corporations publish reports on their social purpose performance using a third-party assessment format. The purpose of this paper is (...) to analyze 1,530 benefit corporations identified by B Lab and the state of Minnesota for proof of social purpose performance, as demonstrated in reports on their websites. The study found some companies with excellent reports, but those had had a CSR focus prior to becoming benefit corporations or had been Certified B Corporations. However, most benefit corporations in the study had no published reports; many have no websites. (shrink)

Welch and Ly register three objections to my argument that the Rawlsian paradigm offers no resources for formulating a normative theory of corporate governance. In this brief response, I note that while I agree with the first of these objection, I don’t think it poses any serious trouble to my argument; the other two objections, on the other hand, I am less convinced by. I then offer two alternative strategies for bringing Rawls to bear on business ethics, which don’t involve (...) trying to apply his principles of justice to the corporation. Finally, I conclude with a reflection on why people are so insistent on talking about Rawls in the first place. (shrink)

How can we know whether we are punishing the same corporation that committed some past crime? Though central to corporate criminal justice, legal theorists and philosophers have yet to address the basic question of how corporate identity persists through time. Simple cases, where crime and punishment are close in time and the corporation has changed little, can mislead us into thinking an answer is always easy to come by. The issue becomes more complicated when corporate criminals undergo any number of (...) transformations—rebranding, spinning-off a division, merging, changing ownership, changing management, swapping lines of business, etc. These changes are common among all corporations, including those trying to conceal or limit liability for past crimes. This article takes a first step toward developing a workable and philosophically satisfying theory of corporate personal identity and discusses its prospects for fulfilling the retributive, rehabilitative, and deterrent purposes of criminal law. (shrink)

Based on a sample of 54 Islamic indices over the period 2007–2014, we investigate the effect of Shariah board members' educational background on Islamic indices' risk and return characteristics via the screening criteria. Using a capital asset pricing model benchmark analysis, we assess the sensitivity of Islamic indices to their conventional peers in terms of beta and derive a measure of return (Jensen's alpha). First, we observe that the higher the number of members in common among the boards, the higher (...) the risk–return profile of Islamic indices. Second, commonalities among board members lead to standardization of the screening criteria and to similar Islamic indices' performance. Third, we show that different betas across providers depend on the screening criteria, while the economic educational background of board members affects performance in terms of Jensen's alpha. Our study aims at contributing to the governance literature related to board composition and its importance as a possible driver of performance. In addition, given the impressive growth that Islamic finance has experienced during the last decade, this topic is of great interest to the asset management industry. (shrink)

In meeting legal or professional fiduciary obligations, a fiduciary can sometimes come to share a special moral relationship with her beneficiary. Special moral relationships produce special moral obligations. Sometimes the obligations faced by a fiduciary as a result of her moral relationship with her beneficiary go beyond the obligations involved in the initial fiduciary relationship. How such moral obligations develop is sometimes under the control of the beneficiary, or of an outside party. As a result, the fiduciary can be the (...) target of a distinctive kind of moral manipulation; it is sometimes possible to force a fiduciary to perform a particular act by placing her into circumstances under which she is morally obliged to perform it, because all her other options are morally unacceptable. This is moral blackmail. Moral blackmail is a powerful force within many sorts of human interactions. By understanding the ways in which fiduciaries become vulnerable to moral blackmail, we can better understand the pressures faced by fiduciaries in keeping their personal and professional lives separate, the dynamics of certain kinds of employment negotiations, and the injustice that results when women take on the bulk of the work within caring professions. (shrink)

What critical characteristics do firms have that determine the scale and scope of corporate social responsibility activities they undertake? This paper examines two disparate predictors of corporate social performance. First, using the lens of the resource-based view, we examine the role of alliance network centrality on corporate social performance. We find that centrality enhances corporate social performance. Second, we investigate how board composition affects corporate social performance. Specifically, drawing on stakeholder theory, we find that the percentage of female directors predicts (...) greater corporate social performance. In addition, we look at the influence of outside directors on this relationship. Our findings show that the presence of more outside directors positively moderates the relationship between female directors and corporate social performance. (shrink)

Over four decades, research and policy have created layers of understandings in the quest for "good" corporate governance. The corporate excesses of the 1970s sparked a search for market mechanisms and disclosure to empower shareholders. The UK-focused problems of the 1990s prompted board-centric, structural approaches, while the fall of Enron and many other companies in the early 2000s heightened emphasis on director independence and professionalism. With the financial crisis of 2007–09, however, came a turn in some policy approaches and in (...) academic literature seeking a different way forward. This paper explores those four phases and the discourse each develops and then links each to assumptions about accountability and cognition. After the financial crisis came pointers in policy and practice away from narrow, rationalist prescriptions and toward what the philosopher Stephen Toulmin calls "reasonableness". Acknowledging that heightens awareness of complexity and interdependence in corporate governance practice. The paper then articulates a research agenda concerning what "reasonably" good corporate governance might entail. (shrink)

This article seeks to contribute to the thinking of forms of corporateness, sociality and authority in the context of, but also beyond, neoliberalism, the neoliberal state and neoliberal accounts of the corporation. It considers neoliberalism in relation to the theological genealogies of modernity, politics and economy, and the way in which neoliberalism itself functions as a secular religion—one which intensifies liberal individualism and involves a blind faith in the market redefining all social interactions in terms of contract. I turn to (...) the theological genealogies of sovereignty and economy, and of the corporation, as a way of grounding a radical consideration of collectivity and sociality. For, while the rise of neoliberalism is associated with the growth of multi-national or trans-national corporations, the privatisation of state assets and the corporatisation of public institutions, each of these involve not a diminishing of the state or the project of state sovereignty but rather its reformulation, reaffirmation and intensification. The corporation, despite being redefined as the interaction of fundamentally self-willing and contracting individuals operating in the market, is still fundamentally intertwined with state sovereignty. Attempts to address or respond to corporate power need to go beyond calls for greater regulation of corporations, increased corporate social responsibility or even the desire to eliminate corporate personhood. Rather, what is required is a greater emphasis on the notion of corporateness that undergirds the theological genealogy of the corporation—for if neoliberalism functions as a religion then part of the solution may be a theological one. (shrink)

Many proponents of corporate agency take corporations to be responsible for their conduct, but few take them to merit rights over and above the rights of their members. Hasnas (2016) argues that, given a widely-held view of liberal political theory, corporate agency entails that corporations should have the right to vote. In response, I show that there are problems in appealing to liberal political theory, and that the view of voting Hasnas actually endorses need not be accepted. Should it be, (...) however, the implications go far beyond the right to vote. (shrink)

This paper offers the concept of “justice failure,” as a counterpart to the familiar idea of market failure, in order to better understand managers’ ethical obligations. This paper takes the “market failures approach” to business ethics as its point of departure. The success of the MFA, I argue, lies in its close proximity with economic theory, particularly in the idea that, within a larger scheme of social cooperation, markets ought to pursue efficiency and leave the pursuit of equality to the (...) welfare state. As a result, the core ethical responsibility of business actors is to avoid profiting off of market failure. After reviewing this approach I challenge its emphasis on efficiency. I argue that just as we note the suboptimal efficiency of actual markets, we should also take seriously the suboptimal equality of actual welfare states. Taking this idea seriously results in a whole other set of ethical responsibilities for businesses to take into account; in addition to market imperfections and regulatory lacunae, managers should also avoid profiting from, and exacerbating, structural inequalities and injustices. I offer an outline of the kinds of injustices and inequalities that would have bearing on business ethics, and the kinds of ethical responsibilities that this approach suggests that business actors should take into account. (shrink)

This study provides insights on sector-specific characteristics, challenges and issues that affect corporate responsibility in relation to ethnicity and gender on arts boards. Using stakeholder theory, the study explores how arts board composition sets the scene for dynamics that affect CR. Data analysis is based on interviews with 92 board members and stakeholders sitting on 66 arts boards in Australia. Results suggest that the dynamism of gender and ethnic diversity on arts boards makes them responsive to CR; however, their presence (...) does not always lead to CR. For diverse boards to lead to CR, our findings indicate the significance of board member attributes of passion, skill and capability of developing networks, irrespective of gender and ethnicity. The article advances understanding of the implications and relevance of ethnic and gender diversity on non-profit boards and contributes to an important yet under-researched body of literature. (shrink)

The business and human rights movement shares several goals with the Benefit Corporation movement: corporations respecting human rights; maintaining a “wide aperture” so that all impacts of a company on people and communities are addressed; and creating rigorous standards of conduct and means of accountability. This paper argues that nonetheless the movements are traveling along parallel tracks and thus missing an opportunity for mutual learning that can improve their effectiveness. The BHR movement can look to B Corps for concrete examples (...) of viable companies that value human rights intrinsically and not just where there is a “business case” to do so. The B Impact Assessment, the B Corp certification tool, can better ensure that B Corps are in fact respecting human rights by adopting BHR standards. And both movements must give greater consideration to the potential contradiction between unlimited scaling—a key goal of B Corps—and the ability of large multinational corporations to respect human rights. (shrink)

Social scientists have paid insufficient attention to the role of law in constituting the economic institutions of capitalism. Part of this neglect emanates from inadequate conceptions of the nature of law itself. Spontaneous conceptions of law and property rights that downplay the role of the state are criticized here, because they typically assume relatively small numbers of agents and underplay the complexity and uncertainty in developed capitalist systems. In developed capitalist economies, law is sustained through interaction between private agents, courts (...) and the legislative apparatus. Law is also a key institution for overcoming contracting uncertainties. It is furthermore a part of the power structure of society, and a major means by which power is exercised. This argument is illustrated by considering institutions such as property and the firm. Complex systems of law have played a crucial role in capitalist development and are also vital for developing economies. (shrink)

This book opens with a simple introduction to financial markets, attempting to understand the action and the players of Wall Street by comparing them to the action and the players of main street. Firstly, it explores the definition of a security by its function, the departure from the buyer beware environment of corporate law and the entrance into the seller disclose environment of securities law. Secondly, it shows that the cost of disclosure rules is justified by their capacity to combat (...) irrationalities, fads, and panics. The third section explains how the structure of class actions is designed to improve deterrence. Next it explores the economic harm from insider trading and how the law fights it. In sum, the book shows how all these parts of securities law serve the virtuous cycle from liquidity to accurate prices and more trading and how the great recession showed that our securities regulation reacted mostly adequately to the crisis. (shrink)

In meeting legal or professional fiduciary obligations, a fiduciary can sometimes come to share a special moral relationship with her beneficiary. Special moral relationships produce special moral obligations. Sometimes the obligations faced by a fiduciary as a result of her moral relationship with her beneficiary go beyond the obligations involved in the initial fiduciary relationship. How such moral obligations develop is sometimes under the control of the beneficiary, or of an outside party. As a result, the fiduciary can be the (...) target of a distinctive kind of moral manipulation; it is sometimes possible to force a fiduciary to perform a particular act by placing her into circumstances under which she is morally obliged to perform it, because all her other options are morally unacceptable. This is moral blackmail. Moral blackmail is a powerful force within many sorts of human interactions. By understanding the ways in which fiduciaries become vulnerable to moral blackmail, we can better understand the pressures faced by fiduciaries in keeping their personal and professional lives separate, the dynamics of certain kinds of employment negotiations, and the injustice that results when women take on the bulk of the work within caring professions. (shrink)

In this study, we examine the determinants of corporate environmental responsibility, as well as the relationship between legal systems and CER as measured by a unique set of global environmental cost data. Results of our analyses show that firms’ legal origins affect CER, which requires a long-term management perspective. Specifically, our results indicate that civil law firms exhibit significantly higher levels of CER than common law firms. In addition, results of an auxiliary test suggest that manager shareholding has a significant, (...) nonlinear relationship with CER. The association between a firm’s legal origin and its CER performance remains robust after controlling for the effects of managerial ownership and issues related to endogeneity. Our findings imply that although the majority of corporate law studies in the past few decades provide support for the common law system emphasizing the maximization of shareholder value and investor protection, the civil law system stressing the maximization of stakeholder wealth and the importance of CER may become more influential in the coming decades as CER becomes central to firms’ operations. (shrink)