For Whom is the Corporation Managed in 2020?: The Debate over Corporate Purpose
37 Pages Posted: 1 May 2020 Last revised: 6 Nov 2020
Date Written: May 1, 2020
A high profile public debate is taking place over one of the oldest questions in corporate law, namely, “For whom is the corporation managed?” In addition to legal academics and lawyers, high profile business leaders and business school professors have entered the fray and politicians have offered legislative “fixes” for the “problem of shareholder primacy.” In this article, I take this debate to be an interesting development in corporate governance and try to understand and explain what is going on. I argue that, analytically and conceptually, there are four separate questions being asked. First, what is the best theory of the legal form we call “the corporation”? Second, how should academic finance understand the properties of the legal form when building models or engaging in empirical research? Third, what are good management strategies for building valuable firms? And, finally, what are the social roles and obligations of large publicly traded firms? I argue that populist pressures that emerged from the financial crisis, combined with political dysfunction, have led to the confusion of these different questions, with regrettable results.
Keywords: corporate law, takeover law, corporate governance law, law & finance, securities law, corporate social responsibility, hedge fund activism
JEL Classification: K20, K22, M14, N20, N22, G30, G34
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