Law Commons^™

Sticking The Landing: Making The Most Of The “Stakeholder Moment”, Kent Greenfield

Kent Greenfield

This paper illustrates that the shareholder primacy model is still the prevailing model especially as the proponents of the stakeholder model have not come up with a theoretically sound alternative. It is argued that all corporations' principal stakeholders should be protected by the imposition of fiduciary duties on managerial decision makers. Homogeneity on corporate boards can reinforce thinking that leads to bad decision making. The findings of various researchers into behavioural economics are considered. It is pointed out that the interests of the shareholders are rarely, if ever, the same as those of other stakeholders. This supports the idea that …

Are Shareholders Owners? Absolutely. And Absolutely Not, Kent Greenfield

Kent Greenfield

Shareholder ownership is in reality ‘shareholder primacy,’ or ‘shareholder supremacy.’ An excessive focus on shareholder interests encourages managerial decisions that are overly risky from society’s perspective. Including broader stakeholder concerns at the senior level of corporate decision making will help roll back the short-termism of corporations.

The Progressive Possibility Of Corporate Law, Kent Greenfield

Kent Greenfield

In this article, I wish to argue that we find ourselves, at least in the United States and perhaps world-wide, in an unusual and special moment in the intellectual history of corporate law. I believe there is more openness to re-thinking corporate law than any time in a generation. And I do not only mean the parts of corporate law governing executive compensation or the due diligence required when facing a merger proposal. I also mean an openness to discuss the questions of first principle: What are corporations for? Who owns them? What are their obligations to society in general? …

Defending Stakeholder Governance, Kent Greenfield

Kent Greenfield

Corporations are collective enterprises, drawing on investments from various stakeholders who contribute to the firm's success. For a business to succeed over time, it must induce people and institutions to invest money, whether in the form of equity or loans. It must induce people to invest their labor, intelligence, skill, and attention by joining the firm as employees or managers. It must induce local communities to invest infrastructure of various kinds. None of these investors-for investors they all are-contributes its input out of altruism or obligation. They all do so because they believe that the corporation provides the mechanism for …

It's Time To Federalize Corporate Charters, Kent Greenfield

Kent Greenfield

No abstract provided.

September 11 And The End Of History For Corporate Law, Kent Greenfield

Kent Greenfield

Using the tragic events of September 11th as case study; this Essay critiques a prominent, recent article that suggests the ideology of shareholder primacy has become so dominant that the "end of history" is at hand for corporate law. The author suggests that a dedication to shareholder primacy helped create the context in which the events of September 11th could occur, by making the airlines less attentive to security concerns that did not affect the airline companies' stock prices. Shareholder primacy makes corporations more likely to externalize the costs of the firms' decisions onto constituencies other than shareholders, and such …

Truth Or Consequences: If A Company Lies, Employees Should Be Able To Sue, Kent Greenfield

Kent Greenfield

Reprinted as "Workers Should Be Able to Sue Over Lies," Salt Lake City Tribune, July 5, 1998;

"It's Illegal to Lie to Stockholders, But Not to Employees," Sacramento Bee, July 6, 1998 ;

"If Company Lies, Allow Workers to Sue," Des Moines Register, July 7, 1998.