Progress is Possible: Sustainability in US Corporate Law and Corporate Governance

Abstract

This chapter summarizes the fundamentals of U.S. corporate law, including limited liability, corporate objectives, fiduciary duty, and shareholder information, voting, litigation, and exit rights. It also canvasses legal innovations (e.g., benefit corporations and sustainability disclosures) and explains their relevance to incorporating sustainability as part of broader corporate practice. This review reveals few legal barriers to U.S. corporations pursuing sustainability, although important practical factors can frustrate attempts to engage in such efforts. In the shareholder-oriented American corporate and business environment, the drive for pursuing such changes will need to come from asset owners and markets themselves.

Keywords: corporate objectives, fiduciary duty, institutional investors, benefit corporation, ESG