Discourse Norms as Default Rules: Structuring Corporate Speech to Multiple Stakeholders
David G. Yosifon
Santa Clara University - School of Law
August 5, 2011
Health Matrix: Journal of Law-Medicine, Vol. 21, No. 89, 2011
Santa Clara Univ. Legal Studies Research Paper No. 16-11
This Article analyzes corporate speech problems through the framework of corporate law. The focus here is on the “discourse norms” that regulate corporate speech to various corporate stakeholders, including shareholders, workers, and consumers. I argue that these “discourse norms” should be understood as default terms in the “nexus-of-contracts” that comprises the corporation. Having reviewed the failure of corporate law as it bears on the interests of non-shareholding stakeholders such as workers and consumers, I urge the adoption of prescriptive discourse norms as an approach to reforming corporate governance in a socially useful manner.
Number of Pages in PDF File: 42
Keywords: corporate law, corporate theory, fiduciary duty, nexus-of-contracts,discourse norms, corporate social responsibility, corporate governance, stakeholderism, integrity, consumers, consumptionAccepted Paper Series
Date posted: August 5, 2011 ; Last revised: September 18, 2011
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