Can we achieve greater fairness by reforming the corporation? Some recent progressive critics of the corporation arguethat we can achieve greater social justice both inside and outside the corporation by simply rewriting or reinterpreting corporate rulesto favor non-stockholders over stockholders. But the progressive program for reforming the corporation rests on a critical assumption,which I challenge in this essay, namely that the rules of the corporation matter, so that changing them can effect a lasting redistribution of wealth from stockholders to non-stockholders. (...) This essay uses a critique of the progressive reform program to argue that the rules ofthe corporation are distributively neutral. The corporation isn't rigged against non-stockholders, and changing its rules will not improve the bargaining power of non-stockholders. However, while the rules may be epiphenomenal from the standpoint of distributive justice, they can have substantial impacts on the corporation's efficiency. As a result, the proposed reforms may hurt the corporation's capacity to generate benefits for all the parties concerned. (shrink)

Progressives have advocated reforms of rules governing corporations to achieve greater distributive justice, but Maitland (2001) hasargued that corporate rules are distributively neutral and that changing the rules will have no long run impact on distributive justice. These different conclusions stem from the use of two different methods of economic analysis, partial equilibrium and general equilibrium models. A change in the rules governing corporations in a “large” sector of the economy is appropriately analyzed using a general equilibrium analysis, supporting the (...) conclusion that changes in the rules may affect distributive justice in the long run. However, a partial equilibrium analysis of a change in the rules of corporations affecting a “small” part of the economy such as asingle firm or even all firms in a small state supports the claim that such changes cannot affect distributive justice. (shrink)

Stakeholder theorists have generally misunderstood the nature and ramifications of the fiduciary responsibilities that corporate directors owe their stockholders. This fiduciary duty requires the exercise of care, loyalty, and honesty with regard to the financial interests of stockholders. Such obligations do not conflict with the normative goals of stakeholder theory, nor, after a century of case law that includes Dodge Bros. v. Ford, do fiduciary responsibilities owed shareholders prevent managerial policies that are generous orsensitive to other corporate stakeholders. The common (...) law recognizes a multitude of legal relationships between various corporateconstituents, and fiduciary duties are only a subset of the obligations that arise from these relationships. This article argues that statuteand case law can bring comparable legal protection to constituents other than stockholders, and suggests ways that these protectionsmight be further strengthened. Implications for management education are also discussed. (shrink)

The question whether corporations should be used as a means for administering distributive justice is crucial. There are two fundamental issues associated with this. Firstly, would the introduction of rules have any distributional effect? Secondly, what would be the efficiency cost? In this paper, we explore both questions with reference to a job-security corporate rule. We show that the job-security rule will always produce distributional consequences which are consistent with its objectives. However, whether or not it is a socially desirable (...) policy depends on whether the economy is at an efficient allocation and what motivated the policy. It can be shown that under some conditions, even if the initial allocation is efficient, yet not the socially desirable one, a corporate rule—like the job security one—may produce socially desirable gains. The same can be said in the case where the initial allocation is inefficient even in the presence of competitive markets (dueto incompleteness problems). However, these social gains would come at the expense of competitiveness. In an internationally open environment this may offset the initial social gains from this policy. Whether or not this happens would then depend on whether agents have a social dimension to their preferences or not. If they do, their response to the initiative may offset the initial loss of competitiveness. Alternatively, society may face the dilemma whether to remain open to uphold local conceptions of distributive justice. (shrink)