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

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