Discourse Norms as Default Rules: Structuring Corporate Speech to Multiple Stakeholders

42 Pages Posted: 5 Aug 2011 Last revised: 18 Sep 2011

David G. Yosifon

Santa Clara University - School of Law

Date Written: August 5, 2011

Abstract

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.

Keywords: corporate law, corporate theory, fiduciary duty, nexus-of-contracts,discourse norms, corporate social responsibility, corporate governance, stakeholderism, integrity, consumers, consumption

Suggested Citation

Yosifon, David G., Discourse Norms as Default Rules: Structuring Corporate Speech to Multiple Stakeholders (August 5, 2011). Health Matrix: Journal of Law-Medicine, Vol. 21, No. 89, 2011; Santa Clara Univ. Legal Studies Research Paper No. 16-11. Available at SSRN: https://ssrn.com/abstract=1905783

David G. Yosifon (Contact Author)

Santa Clara University - School of Law ( email )

500 El Camino Real
Santa Clara, CA 95053
United States

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