Between Sin and Redemption: Duty, Purpose, and Regulation in Religious Corporations

Abstract

Written for a symposium honoring Lyman Johnson and David Millon, this essay uses the writing of Johnson as a starting point to consider what religious thought can contribute to our understanding of corporate law. How does a religious understanding of human nature affect an analysis of how directors and officers are likely to respond to their fiduciary duties? How does a religious understanding of collective action and enterprise affect our vision of corporate purpose? If our answers to those questions change our understanding of how corporations may (or may not) pursue the public interest, how does that in turn reflect an analysis of how the state should regulate business, and in particular, how it should regulate religiously-guided businesses whose core beliefs may in some ways conflict with some legal regulations? This paper addresses those questions by drawing on three different theologians with differing perspectives: Walter Rauschenbusch, Michael Novak, and Reinhold Niebuhr. The first two of these figures resemble — but deepen — perspectives already widely developed within contemporary corporate law scholarship. The third figure, Niebuhr, is more novel, and poses some hard questions for corporate law scholars of varying perspectives.

Keywords: religious corporations, corporate duty, corporate purpose, contractarianism, communitarianism, pluralism, Hobby Lobby

JEL Classification: D21, G30, K22, L21