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2 - Critique of Shareholder Primacy

Published online by Cambridge University Press:  30 April 2018

David Yosifon
Affiliation:
Santa Clara University School of Law
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Summary

Corporate law makes the pursuit of shareholder interests the sole task of corporate governance. Told to serve only shareholders, and to do it with a fiduciary verve, firms are oriented to overreach in their dealings with non-shareholders. They move factories to countries with cheaper labor, wrecking communities that have built-up around firm operations in a given region. They manipulate consumer risk perceptions regarding the health consequences of a corporate product. They pollute, to save on production costs. They do business with foreign governments that are hostile to the United States. Advocates of shareholder primacy claim that such malignant corporate activity should be constrained by external government regulation, not by changing the shareholder primacy norm. But firms do not limit profit-seeking activity to the market. They also work within the political domain to stunt the regulation that even proponents of shareholder primacy claim is necessary to ensure corporate activity is socially useful. Under Citizens United, this political activity cannot be censored. But the law of shareholder primacy in corporate governance can be changed.
Type
Chapter
Information
Corporate Friction
How Corporate Law Impedes American Progress and What to Do about It
, pp. 17 - 40
Publisher: Cambridge University Press
Print publication year: 2018

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