Justice and Corporate Governance: New Insights from Rawlsian Social Contract and Sen's Capabilities Approach

26 Pages Posted: 3 Jul 2018

See all articles by Magali Fia

Magali Fia

Lorenzo Sacconi

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

Date Written: May 23, 2017

Abstract

By considering what we identify as a problem inherent in the ‘nature of the firm’ – the risk of abuse of authority – we propound the conception of a Social Contract Theory of the Firm which is truly Rawlsian in its inspiration. Hence, we link the Social Contract Theory of the Firm (justice at firm’s level) with the general theory of justice (justice at society’s level). Through this path, we enter the debate about whether firms can be part of Rawlsian Theory of Justice showing that corporate governance principles enter the “basic structure”. Finally, we concur with Sen’s aim to broaden the realm of social justice beyond what he calls the ‘transcendental institutional perfectionism’ of Rawls’ theory. We maintain the contractarian approach to justice but introduce Sen’s capability concept as an element of the constitutional and post-constitutional contract model of institutions with special reference to corporate governance. Accordingly, rights over primary goods and capabilities are (constitutionally) granted by the basic institutions of society, but many capabilities have to be turned into the functionings of many stakeholders through the operation of firms understood as post-constitutional institutional domains. The constitutional contract on the distribution of primary goods and capabilities should then shape the principles of corporate governance so that at post-constitutional level anyone may achieve her/his functionings in the corporate domain by exercising such capabilities. In the absence of such a condition, post-constitutional contracts would distort the process that descends from constitutional rights and capabilities toward social outcomes.

Keywords: Basic Structure, Capabilities Approach, Corporate Social Responsibility, Corporate Governance, Legal Rights and Entitlements, Nash Bargaining Solution, NIE, Theory of the Firm, Rawlsian Theory of Justice, Sen, Social Contract

JEL Classification: D02, D23, D63, K11, L21, M14

Suggested Citation

Fia, Magali and Sacconi, Lorenzo, Justice and Corporate Governance: New Insights from Rawlsian Social Contract and Sen's Capabilities Approach (May 23, 2017). Journal of Business Ethics, June, 2018, pp. 0-24, On line first , DOI 10.1007/s10551-018-3939-6 , Available at SSRN: https://ssrn.com/abstract=3202174 or http://dx.doi.org/10.2139/ssrn.3202174

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

No contact information is available for Magali Fia

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