Lifting Labor’s Voice: A Principled Path Toward Greater Worker Voice And Power Within American Corporate Governance

66 Pages Posted: 25 Feb 2021 Last revised: 1 Apr 2021

See all articles by Leo E. Strine, Jr.

Leo E. Strine, Jr.

Wachtell, Lipton, Rosen & Katz

Aneil Kovvali

Indiana University Maurer School of Law

Oluwatomi Williams

Wachtell, Lipton, Rosen & Katz

Date Written: February 24, 2021

Abstract

In view of the decline in gain sharing by corporations with American workers over the last forty years, advocates for American workers have expressed growing interest in allowing workers to elect representatives to corporate boards. Board level representation rights have gained appeal because they are a highly visible part of codetermination regimes that operate in several successful European economies, including Germany’s, in which workers have fared better.

But board-level representation is just one part of the comprehensive codetermination regulatory strategy as it is practiced abroad. Without a coherent supporting framework that includes representation from the ground up, as is provided for by works councils in the European Union, representation from the top down is unlikely to be successful. This Article begins the work of fleshing out a principled and contextually-fitting approach to reform that would allow for greater worker voice within the American corporate structure. After establishing the basics of how codetermination operates in the EU, the Article addresses the challenges facing even a minimal codetermination regime in the United States, tackling issues that reformers have not yet addressed. It then suggests a broader set of reforms that would increase worker voice and improve worker wellbeing now, while facilitating the eventual adoption of an effective and efficient system of board-level representation for American workers.

Keywords: board codetermination, European codetermination, comparative law, election system & administration, corporate governance, board operation with worker representatives, shareholder primacy, stakeholder governance, EESG disclosure requirements, workforce committee, labor law reform, inequality, duties

JEL Classification: M54, L21, L22, J58, P51, J38, J88, K22, M14, P13

Suggested Citation

Strine, Jr., Leo E. and Kovvali, Aneil and Williams, Oluwatomi, Lifting Labor’s Voice: A Principled Path Toward Greater Worker Voice And Power Within American Corporate Governance (February 24, 2021). U of Penn, Inst for Law & Econ Research Paper No. 21-09, Columbia Law and Economics Working Paper No. 643, Minnesota Law Review, Forthcoming, Available at SSRN: https://ssrn.com/abstract=3792492

Leo E. Strine, Jr. (Contact Author)

Wachtell, Lipton, Rosen & Katz ( email )

51 W 52nd St
New York, NY 10019
United States
212-403-1178 (Phone)

Aneil Kovvali

Indiana University Maurer School of Law ( email )

211 S. Indiana Avenue
Bloomington, IN 47405
United States

Oluwatomi Williams

Wachtell, Lipton, Rosen & Katz ( email )

51 West 52nd Street
New York, NY 10019
United States
212-403-1126 (Phone)

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