Is Corporate Patriotism a Virtue?

Abstract

American social and political discourse attests to widespread concern about whether domestic corporations can be counted on to serve the national interest. This issue is especially pressing in an era of international corporate operations, in which firms can send jobs and tax revenues overseas, devastating local communities even as they boost the prospects of workers in a foreign land, and the interests of capital spread across the globe. Firms founded in America can also disperse across the border productive resources that could be nationalized or otherwise made available to the homeland in times of crisis or war. Indeed, the shareholder primacy norm at the heart of American corporate governance law may compel directors to do these things, or at least consider doing them. This Article assesses the legal status and normative desirability of corporate patriotism.

Keywords: corporate law, corporate governance, corporate social responsibility, shareholder primacy, patriotism, virtue, ethics, international law, xenophobia, Delaware, securities laws, shareholder proposals, shareholder activism