The Corporate Governance Machine

Award Winner: 
Winner of the 2022 ECGI Law Prize (Best paper in the Law Working Paper series)

The Corporate Governance Machine

Dorothy S. Lund, Elizabeth Pollman

Series number :

Serial Number: 
564/2021

Date posted :

February 05 2021

Last revised :

February 03 2022
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Keywords

  • Corporate governance • 
  • Corporations • 
  • Corporate purpose • 
  • Shareholder primacy • 
  • stakeholder governance • 
  • ESG • 
  • Environmental • 
  • Social • 
  • CSR • 
  • Corporate Social Responsibility • 
  • benefit corporations • 
  • boards of directors • 
  • Independent Directors • 
  • dual-class stock • 
  • corporate governance innovation

The conventional view of corporate governance is that it is a neutral set of processes and practices that govern how a company is managed. We demonstrate that this view is profoundly mistaken: For public companies in the United States, corporate governance has become a “system” composed of an array of institutional players, with a powerful shareholderist orientation.

Our original account of this “corporate governance machine” generates insights about the past, present, and future of corporate governance. As for the past, we show how the concept of corporate governance developed alongside the shareholder primacy movement. This relationship is reflected in the common refrain of “good governance” that pervades contemporary discourse and the maturation of corporate governance as an industry oriented toward serving shareholders and their interests. As for the present, our analysis explains why the corporate social responsibility movement transformed into shareholder value–oriented environmental, social, and governance (ESG) standards, stakeholder capitalism became relegated to a new separate form of entity known as the benefit corporation, and public company boards of directors became homogenized across industries. As for the future, our analysis suggests that absent a major paradigm shift that would force multiple institutional gatekeepers to switch their orientation, advocacy pushing corporations to consider the interests of employees, communities, and the environment will likely fail unless such effort is framed as advancing shareholder interests.

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Published in

Published in: 
Publication Title: 
Columbia Law Review, Vol. 121, p. 2563, 2021

Authors