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5 - To Make Stakeholder Capitalism the Rule, You Would Have to Change Most of Corporate Law

from Part I - The Law

Published online by Cambridge University Press:  02 February 2023

Stephen M. Bainbridge
Affiliation:
University of California, Los Angeles
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Summary

Proponents of stakeholder capitalism claim that it can be implemented simply by modifying the fiduciary duties of directors so that they can take into account the interests of stakeholders rather than being legally limited to considering shareholder value maximization. Such claims fundamentally misunderstand how deeply embedded shareholder value maximization is in corporate law. Only shareholders get to vote, which means directors get to keep their jobs only if they please shareholders. A web of director and officer fiduciary duties inclines them to shareholder value maximization, as does the law of executive compensation.

Type
Chapter
Information
The Profit Motive
Defending Shareholder Value Maximization
, pp. 73 - 78
Publisher: Cambridge University Press
Print publication year: 2023

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