Corporate Social Responsibility and Corporate Governance

EconomEtica, No. 38, June 2012

43 Pages Posted: 8 Jul 2012

See all articles by Lorenzo Sacconi

Lorenzo Sacconi

Department of public and sovra-national law, University of Milan ; University of Trento - Department of Economics and Management

Date Written: June 1, 2012

Abstract

Corporate social responsibility (CSR) is a model of corporate governance (CG) extending fiduciary duties from fulfillment of responsibilities towards the firm’s owners to fulfillment of analogous fiduciary duties towards all the firm’s stakeholders. After considering the place of CSR in the debate about alternative CG modes, a full-fledged social contract foundation of the multi-stakeholder and multi-fiduciary model is present. The paper shows that CSR is a social norm that would endogenously emerge from the stakeholders’ social contract seen as the first move in an equilibrium selection process that reaches the equilibrium state of a CG institution. The social contract provides a model of the impartial mediating reasoning performed by a board of directors striving to balance different claims of stakeholders. It also allows deducing the multi-stakeholder objective function that socially responsible firms maximize, and then provides a specification of the particular fiduciary duties owed to each stakeholder according to its position.

Keywords: Agency theory, fiduciary duties, mediating hierarchy, social contract, social norms, stakeholders

JEL Classification: D21, L2, M14, G30

Suggested Citation

Sacconi, Lorenzo, Corporate Social Responsibility and Corporate Governance (June 1, 2012). EconomEtica, No. 38, June 2012. Available at SSRN: https://ssrn.com/abstract=2102116

Lorenzo Sacconi (Contact Author)

Department of public and sovra-national law, University of Milan ( email )

Via Festa del Perdono 7
Milan

University of Trento - Department of Economics and Management ( email )

via Inama 5
I-38100 Trento
Italy

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