Corporate Ordering
Corporations today face social conflicts that the law has not resolved. About labor protections in the gig economy. About corporate responsibility for climate change. About the governance of artificial intelligence. In each case, legislators have arrived late, or not at all.
Rather than wait, corporations have built governance systems of their own. They draft internal codes that bind their operations. They exercise executive discretion across competing stakeholder interests. They construct monitoring mechanisms to police themselves. This book calls that phenomenon corporate ordering, and argues that it is reshaping the boundary between law and corporate life.
Drawing on practitioner interviews and doctrinal analysis across ridesharing, climate, and artificial intelligence, the book shows that corporate ordering is neither private regulation in disguise nor a substitute for democratic lawmaking. It is something new, with its own logic, its own failures, and its own possibilities. The question is no longer whether corporations govern. The question is how they govern, and to whom they answer.
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Reviews
Few people—corporate lawyers, entrepreneurs or business leaders—understand the power of corporate form and governance. Professor Gadinis has done a remarkable job in explaining that power and why it needs to be channeled to prevent unintended consequences as we face the twin existential threats of AI and climate.
Professor Gadinis reveals a new governance framework used by corporations facing social conflict and provides important insights into modern corporate decision making. A must read for policymakers, regulators, investors, directors, managers, workers, and the broader public concerned about how to align corporate decision-making to reduce or eliminate public harm and social costs.
Gadinis shows that when firms confront high-stakes social conflicts, they routinely build internal decision-making frameworks that impose private rules on millions of people and often function as first drafts of subsequent public regulation. A sober, institutionally grounded account of how corporate governance can support reasoned deliberation and incremental progress on some of our most vexing social challenges.