This essay critically discusses the value of announcing in the corporate bylaws or other documents generic corporate purposes. It submits that these formulas - let them be inspired by shareholders or stakeholders primacy - are of little legal consequence. The discussion is largely based on the proposals made by Professor Colin Mayer in a recent book ("Prosperity: Better Business Makes the Greater Good, Oxford, 2018), but covers more broadly the issue of the relevance and importance of similar solutions. The essay also underlines the dangers hiding in plain sight of putting too much faith in private ordering proclamations of a "corporate purpose" or of a set of values, especially when this is apparently laudable from an ethical and social perspective and evokes a multitude of stakeholders and broad interests. Doing so, in fact, enhances and broadens directors' and executives' discretion and powers; and might offer arguments to those who intend to undermine much-needed mandatory regulations. In this perspective, the essay expresses similar reservations for both stakeholders and shareholders primacy, formulas that practically are often little more than vague aspirations, with hardly any real, concrete impact on the law in action.

Brief remarks on “Prosperity” by Colin Mayer and the often misunderstood notion of corporate purpose

Marco Ventoruzzo
2020

Abstract

This essay critically discusses the value of announcing in the corporate bylaws or other documents generic corporate purposes. It submits that these formulas - let them be inspired by shareholders or stakeholders primacy - are of little legal consequence. The discussion is largely based on the proposals made by Professor Colin Mayer in a recent book ("Prosperity: Better Business Makes the Greater Good, Oxford, 2018), but covers more broadly the issue of the relevance and importance of similar solutions. The essay also underlines the dangers hiding in plain sight of putting too much faith in private ordering proclamations of a "corporate purpose" or of a set of values, especially when this is apparently laudable from an ethical and social perspective and evokes a multitude of stakeholders and broad interests. Doing so, in fact, enhances and broadens directors' and executives' discretion and powers; and might offer arguments to those who intend to undermine much-needed mandatory regulations. In this perspective, the essay expresses similar reservations for both stakeholders and shareholders primacy, formulas that practically are often little more than vague aspirations, with hardly any real, concrete impact on the law in action.
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Utilizza questo identificativo per citare o creare un link a questo documento: https://hdl.handle.net/11565/4037291
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