Prospects for Democratizing the Corporation in US Law

IF 4.1 2区社会学 Q1 POLITICAL SCIENCE

Politics & Society Pub Date : 2023-04-17 DOI:10.1177/00323292231164281

R. Freeland

引用次数: 0

Abstract

This essay examines the prospects for democratizing corporations in the context of US corporate law. US corporate law is “enabling”—it provides enormous latitude to design and alter the rules of corporate governance in almost any way participants see fit. This creates greater room for democratization than is often recognized; at least in principle, there is plenty of room to add employees or other constituencies to corporate boards. Yet board decisions are deeply constrained both by directors’ fiduciary duties and by the values and assumptions underlying US corporate law, all of which are strongly biased toward shareholder primacy. These create ongoing ideological and material barriers in both corporate law and supporting institutions that serve as strong obstacles to democratization.

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美国法律对公司民主化的展望

本文考察了美国公司法背景下公司民主化的前景。美国公司法是“授权的”——它为以参与者认为合适的几乎任何方式设计和修改公司治理规则提供了巨大的自由度。这为民主化创造了比人们通常认识到的更大的空间；至少在原则上，公司董事会有足够的空间增加员工或其他选民。然而，董事会的决策深受董事的受托责任和美国公司法的价值观和假设的约束，所有这些都强烈偏向股东至上。这些在公司法和支持机构中造成了持续的意识形态和物质障碍，成为民主化的有力障碍。

本文章由计算机程序翻译，如有差异，请以英文原文为准。

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来源期刊

Politics & Society Multiple-

CiteScore

5.00

自引率

4.20%

发文量

期刊介绍： Politics & Society is a peer-reviewed journal. All submitted papers are read by a rotating editorial board member. If a paper is deemed potentially publishable, it is sent to another board member, who, if agreeing that it is potentially publishable, sends it to a third board member. If and only if all three agree, the paper is sent to the entire editorial board for consideration at board meetings. The editorial board meets three times a year, and the board members who are present (usually between 9 and 14) make decisions through a deliberative process that also considers written reports from absent members. Unlike many journals which rely on 1–3 individual blind referee reports and a single editor with final say, the peers who decide whether to accept submitted work are thus the full editorial board of the journal, comprised of scholars from various disciplines, who discuss papers openly, with author names known, at meetings. Editors are required to disclose potential conflicts of interest when evaluating manuscripts and to recuse themselves from voting if such a potential exists.