Corporate Social Responsibility & Concession Theory
Stefan J. Padfield
University of Akron School of Law
July 15, 2014
6 WM. & MARY BUS. L. REV. 1 (Forthcoming)
U of Akron Legal Studies Research Paper No. 13-14
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.
Number of Pages in PDF File: 35
Keywords: corporate governance, corporate personality, corporate social responsibility
JEL Classification: K22
Date posted: March 4, 2014 ; Last revised: February 15, 2015
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