Corporate Governance and Enlightened Fiduciaries

This new work examines the nature of corporate purpose in the context of economic, political, and environmental drivers. It reviews the traditional theories of the firm considering the law of directors' and officers' fiduciary obligations and surveys the evolution of conceptions of corporate objective and examine shareholder primacy.

What is the proper purpose of business corporations? Should they focus exclusively on maximizing profits and shareholder value, or should they consider the interests of a broader range of stakeholders and pursue explicit social goals? This old debate has acquired new urgency. The shareholder primacy model that once dominated corporate law theory and practice has been fiercely challenged in a world threatened with climate change, growing wealth inequality, and disruptive political polarization. Yesterday''s earnest calls for Corporate Social Responsibility (CSR) have given way to today''s politically-charged debates surrounding the business and politics of ESG (Environmental, Social, and Governance factors). Corporate Governance and Enlightened Fiduciaries explores the origins of shareholder primacy and the nuances of the modern debates. It assesses the impact of powerful institutional investors and transformative financial innovation. Rejecting misguided attacks on the corporate system, it provides an extended analysis of the concepts of profit maximization and shareholder wealth maximization, while focusing on the corporation as a human invention governed by human decision-makers. Modern criticisms of the corporation are re-evaluated, drawing on lessons of history, sociology, economics, and the law. The result is a fresh, critical insight into the importance of the firm and the stewardship of its leaders within a free enterprise system confronting unprecedented modern challenges.