Research Handbook on Corporate Purpose and Personhood最新文献

Corporate personhood and the putative First Amendment right to discriminate 公司人格和假定的第一修正案的歧视权利

Research Handbook on Corporate Purpose and Personhood Pub Date : 2021-09-28 DOI: 10.4337/9781789902914.00024

K. Greenfield, D. Rubens

{"title":"Corporate personhood and the putative First Amendment right to discriminate","authors":"K. Greenfield, D. Rubens","doi":"10.4337/9781789902914.00024","DOIUrl":"https://doi.org/10.4337/9781789902914.00024","url":null,"abstract":"Corporations increasingly assert the right to discriminate, based either on free speech claims, religious freedom claims, or statutory claims arising from the Religious Freedom Restoration Act. Such claims have been considered by the Supreme Court in Hobby Lobby (RFRA) and Masterpiece Cakeshop (First Amendment), and in both cases the Court held in favor of the business. \u0000 \u0000In neither case, however, did the Court address a fundamental flaw with the arguments of the company asserting the speech and religion claims: that the claims depend on the rejection of corporate personhood. The putative religious and speech claims arose not from the beliefs of the companies but of their dominant shareholders. But corporate “personhood” means the interests of the firm are distinct from those of the shareholders. Allowing companies to assert the beliefs of shareholders as their own contradicts established doctrine and risks corporate manipulation of regulations designed to be generally applicable. \u0000 \u0000The authors have been active as amici in various cases in which corporations have asserted right to discriminate. This chapter marks the first time that these arguments have appeared in a scholarly format.","PeriodicalId":143762,"journal":{"name":"Research Handbook on Corporate Purpose and Personhood","volume":"50 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-09-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129129332","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Shareholder primacy is illogical 股东至上是不合逻辑的

Research Handbook on Corporate Purpose and Personhood Pub Date : 2021-09-28 DOI: 10.4337/9781789902914.00018

Frank Partnoy, Elizabeth Pollman, Robert Thompson

引用次数: 0

Lessons from Indias struggles with corporate purpose 印度的教训与企业目标的斗争

Research Handbook on Corporate Purpose and Personhood Pub Date : 2021-09-28 DOI: 10.4337/9781789902914.00029

Afra Afsharipour

{"title":"Lessons from Indias struggles with corporate purpose","authors":"Afra Afsharipour","doi":"10.4337/9781789902914.00029","DOIUrl":"https://doi.org/10.4337/9781789902914.00029","url":null,"abstract":"The debate on corporate purpose is not confined to Western developed economies. Rapidly developing economies like India are similarly grappling with how to define and develop a legal framework around corporate purpose. For over a decade, India has taken a multi-pronged approach toward redefining corporate purpose. These include voluntary guidelines, corporate social responsibility mandates in corporate law, a stakeholder-oriented articulation of director fiduciary duties, and increased sustainability disclosure for listed firms. \u0000 \u0000The success of India’s multi-pronged initiatives has been mixed. While domestic philanthropic giving has increased significantly, it is unevenly distributed. And mandatory CSR, a stakeholder-oriented approach to corporate law, and additional sustainability disclosures have made little dent in India’s massive inequality, poverty, corruption and pollution. \u0000 \u0000The Indian experience presents an important perspective for the corporate purpose debate from a country where firms are dominated by controlling stockholders. In a country where politics and business are deeply intertwined, and where powerful controlling stockholders have an outsized role, stakeholderism may make little headway. Instead, the Indian approach to stakeholderism provides an environment where corporations can use their CSR efforts and corporate purpose rhetoric to curry political favor with the state, while the state can use stakeholderism to politically signal that it values society, even in the face of rising inequality and persistent poverty.","PeriodicalId":143762,"journal":{"name":"Research Handbook on Corporate Purpose and Personhood","volume":"79 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-09-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"117241287","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Purpose in business association statutes: much ado about something (but not much) 商业协会章程的目的:对某事小题大做(但不是小题大做)

Research Handbook on Corporate Purpose and Personhood Pub Date : 2021-09-28 DOI: 10.4337/9781789902914.00015

Brett H. Mcdonnell

{"title":"Purpose in business association statutes: much ado about something (but not much)","authors":"Brett H. Mcdonnell","doi":"10.4337/9781789902914.00015","DOIUrl":"https://doi.org/10.4337/9781789902914.00015","url":null,"abstract":"In recent years much attention has focused on identifying or creating legal forms for business associations that enable and promote social enterprises and socially responsible behavior. One strategy in enterprise governance that has received renewed attention is formal legal definitions of the purpose of a business association. This chapter examines two questions. First, what do current legal rules and norms applicable to most business organizations say about the proper purpose of a company, and how much do those rules constrain businesses from pursuing social missions that do not prioritize, and may sometimes reduce, profit? The chapter considers statutory and case law for corporations and LLCs, and argues that Delaware corporate law does create a presumption that corporate purpose is to maximize shareholder wealth, but this does little to constrain corporate social responsibility or social enterprise. Second, how effectively can companies use statements of purpose to help them behave responsibly and pursue social missions? The chapter looks at four forms of business association that attempt to encourage social enterprise: L3Cs, benefit corporations, nonprofit corporations, and cooperatives. All four use purpose as a governance tool in some fashion, suggesting that purpose has some use in promoting social responsibility. However, the forms of association which use varied strategies beyond purpose achieve much stronger commitment to desired social goals.","PeriodicalId":143762,"journal":{"name":"Research Handbook on Corporate Purpose and Personhood","volume":"305 4 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-09-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114275283","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0