Valeur actionnariale vs. sociétale | Page 3

Billet à lire de Frederick Alexander et al. : « From Shareholder Primacy to Stakeholder Capitalism » (Harvard Law School Forum on Corporate Governance, 26 octobre 2020).

Extrait :

This policy agenda includes the following categories of interventions required for a broad transition to Stakeholder Capitalism.

We have drafted proposed Federal legislative language, “The Stakeholder Capitalism Act,” attached in Exhibit A of the full paper linked to below, which incorporates each of the following ideas:

Responsible Institutions: We propose that the trustees of institutional investors be required to consider certain economic, social, and environmental effects of their decisions on the interests of their beneficiaries with respect to stewardship of companies within their portfolios. This clarified understanding of fiduciary duty will ensure that institutional investors use their authority to further the real interests of those beneficiaries who have stakes in all aspects of the economy, environment, and society. These changes can be achieved through an amendment to the Investment Company Act of 1940 (15 U.S.C. 80a) by inserting language after paragraph (54) of Section 2 and after subsection (c) of Section 36.

Responsible Companies: Just as trustees of invested funds must expand their notion of the interests of their beneficiaries, the companies in which they invest must also expand the understanding of the interests of the economic owners of their shares, who are more often than not those same beneficiaries. We propose a federal requirement that any corporation or other business entity involved in interstate commerce be formed under a state statute that requires directors and officers to account for the impact of corporate actions not only on financial returns, but also on the viability of the social, natural, and political systems that affect all stakeholders. This change can be achieved through the addition of a new Chapter 2F of Title 15 of the U.S. Code.

Tools for Institutional Accountability: In order to allow beneficiaries to hold institutional investors accountable for the impact of their stewardship on all the interests of beneficiaries, we propose laws that mandate disclosure as to how they are meeting their responsibility to consider these broad interests, including disclosure of proxy voting and engagement with companies. We propose that the Securities and Exchange Commission should promulgate rules requiring each investment company and each employee benefit plan required to file an annual report under section 103 of the Employee Retirement Income Security Act of 1974.

Tools for Company Accountability: Corporate and securities laws that govern businesses must also be changed in order to give institutional investors the tools to meet their enhanced responsibilities. This will include requiring large companies to meet new standards for disclosure regarding stakeholder impact as an important element of their accountability. This proposal can be achieved through an amendment added to The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) after section 13A.

(…)

This tension cannot be wished away. The White Paper proposes a solution: rules that facilitate and encourage investor-sanctioned guardrails. Such guardrails would allow shareholders to insist that all companies that they own forgo profits earned through the exploitation of people and planet. Unlike executives, the institutional shareholders who control the markets are diversified, so that their success rises and falls with the success of the economy, rather than any single company. This means that these institutions suffer when individual companies pursue profits with practices that harm the economy. We believe that by leveling the competitive playing field, these changes will pave the way for the type of corporate behavior imagined by the New Paradigm, the Davos Manifesto and the Business Roundtable Statement.

Indeed, far from being “state corporatism,” as the memo claims, what we propose is “human capitalism,” where the workers, citizens, and other humans whose savings fund corporations are given a say in the kind of world they live in. Will it be one in which all compete in a manner that rejects unjust profits? Or, in contrast, will it be one in which corporations continue to lobby against regulation that protects workers while the corporate executives make 300 times the median salary of workers?

À la prochaine…

Luca Enriques a publié un intéressant billet sur l’Oxford Business Law Blog : « Missing in Friedman’s Shareholder Value Maximization Credo: The Shareholders » (25 septembre 2020).

Extrait :

What Friedman’s Essay Says

As Alex Edmans has noted here,

‘Friedman’s article is widely misquoted and misunderstood. Indeed, thousands of people may have cited it without reading past the title. They think they don’t need to, because the title already makes his stance clear: companies should maximize profits by price-gouging customers, underpaying workers, and polluting the environment’.

That is not, of course, what Friedman wrote. According to Friedman:

1. Talking about the ‘social responsibility of business’ makes no sense because the responsibility lies with people. Public corporations are legal persons and may have their responsibilities, but they act through their directors and managers. Therefore, attention must be focused on the responsibilities of such players.
2. Managers are employees of corporations, which in turn are owned by their shareholders. Therefore, managers must act in accordance with the wishes of the shareholders. Unless the shareholders themselves explicitly determine an altruistic purpose, this means ‘conduct[ing] the business in accordance with [shareholders’] desires, which generally will be to make as much money as possible while conforming to their basic rules of the society, both those embodied in law and those embodied in ethical custom’.
3. If managers also had a social responsibility, they would find themselves in the position of having to act against the interests of shareholders, for example by hiring the ‘hardcore’ unemployed to combat poverty instead of hiring the most capable workers. By doing so, they would spend shareholders’ money to pursue a general interest. In other words, they would impose a tax on shareholders and also decide how to use its proceeds. Yet, it is countered, if there are serious and urgent economic and environmental problems, then it is necessary that managers face them without waiting for politicians’ action, which is always late and imperfect. According to Friedman, it is undemocratic for private individuals using other people’s money (and, importantly, exploiting the monopolistic rents of the large corporations they lead) to impose on the community their political preferences on how to solve urgent economic and environmental problems, which should instead be addressed through the democratic process.
4. The market is based on the unanimity rule; in ‘an ideal free market’, there is no exchange without the consent of those who participate in it. Politics, on the other hand, operate according to the conformity principle, whereby a majority binds the dissenting minority. The intervention of politics is necessary because the market is imperfect. But the social responsibility doctrine would extend the mechanisms of politics to the market sphere, since a private subject (enjoying some monopoly power) would impose its political will on others.
5. Often, the idea of corporate social responsibility (CSR) is just a public relations exercise to justify managerial choices already consistent with the interests of shareholders. Looking after the well-being of employees, devoting resources to the firm’s local communities, and so on may well be (and, as a rule, will be) in the long-term interest of corporations. Indeed, cloaking these actions under the label of CSR, as it was fashionable to do in 1970 (and is again today), can in itself contribute to increasing profits.

Missing from Friedman’s Picture: The Shareholders

Friedman’s essay assigned a totally passive role to what he calls the corporation’s ‘owners’ or ‘the employers’—that is, the shareholders. They are merely the beneficiaries of directors’ duty to increase profits, but they have no role to play in pursuing that very goal other than (as he notes in passing) when they elect the board.

That’s understandable. When Friedman wrote his piece, the shareholders of US companies were mostly individuals and rarely voted at annual meetings other than to rubber-stamp managers’ proposals. Today, a large majority of listed firms’ shares are held by institutional investors—that is, managers of other people’s funds. Institutions have become key players at US (as well as non-US) listed corporations (eg, this OECD study with data from across the world), because they regularly vote portfolio shares at shareholder meetings. And their pro-management vote is nowadays anything but certain.

This creates one additional layer of employee/employer relationships, to use Friedman’s terminology (today, we would say principal/agent relationships): the one between the institutions holding shares or (as Friedman saw it) their own managers, and the individuals (usually workers and pensioners) whose funds the managers invest. (To be sure, it is often more complicated than that because some institutions, such as pension funds, often delegate their asset management to other institutions; but this is not relevant for the purposes of my analysis).

Friedman’s essay raises the question: is there any room for asset managers to assume social responsibility duties in deciding how to invest and how to vote? In Friedman’s logic, the answer should be ‘no’, and it’s easy to imagine that he would chastise those fund managers who portray themselves (not always veritably) as socially responsible investors. Like corporate managers, fund managers manage other people’s money and should not grant themselves the license to make political choices, which will inevitably please some of their beneficiaries and not others. Their only goal should be giving their clients the highest returns on the funds invested.

Of course, much like a corporation can be set up with an altruistic (or mixed) purpose, so can asset management products expressly be marketed as socially responsible or ethically-investing. Intuitively, investors in such funds expect them to invest and vote in accordance with the socially responsible commitments undertaken. But absent a CSR connotation—namely, if the mutual fund has been marketed as a tool for generating financial returns—fund managers have to assume that the fund’s investors have a financial objective in mind and do not expect their own political preferences to be promoted by their fund manager, especially if that comes to the detriment of their return. Whether implicitly or explicitly, that’s the bargain with each of the fund shares buyers.

However, things are not always so straightforward. Passive institutional investors replicating indexes and, therefore, holding the entire market rather than picking stocks now hold more than 40 percent of the US stock market. As Madison Condon and Jack Coffee have noticed—here and here, respectively—for investors of that kind, portfolio value maximization may well mean pushing for ESG (Environment, Social and Governance) policies at the individual company level that, while not necessarily profitable for that company, will increase portfolio returns by making other companies more profitable. Think, for instance, of systemically important financial institutions adopting more conservative risk management policies that significantly reduce the chances of a potentially devastating financial crisis.

Hence, the overlap between socially responsible and profit-maximizing behavior, which Friedman himself acknowledged to be present at the individual company level and criticized only as being politically dangerous, is now even more pervasive at the institutional shareholder level.

In theory, all portfolio value maximizers’ decisions on ESG matters should be based on an assessment of the effects that the adoption of a given policy by an individual portfolio company would have, both on its value and on the value of the totality of other portfolio companies. Because ESG policies require widespread adoption to be effective, different scenarios will have to be elaborated and factored in to estimate those effects. Multiple other variables will have to be considered and a number of questionable assumptions made.

Passive investors, like any organization, are unlikely to have the human and financial resources to fully engage with this kind of assessment, let alone reach solid conclusions. And it would be naïve to assume that political preferences do not affect the simplified analysis they inevitably resort to in determining their ESG preferences.

Owing to shareholder pressure and/or managers’ desire to retain their jobs, the ESG preferences of portfolio value-maximizing institutions may well trickle down to the individual portfolio company level. Under what conditions that is the case will depend on a number of factors, including whether the company is protected from competition, undiversified shareholders’ stakes in the company, how politically divisive the socially responsible action is, and so on. Yet in some cases, and in respect of some of the socially and politically sensitive issues, managers will yield to those preferences. Given Friedman’s premise that ‘increasing profits’ must be the only corporate goal because the shareholders are the owners/employers, there is some irony to that.

Irony aside, today’s corporate world is very different from the one Milton Friedman wrote in. Yet, his essay still provides a useful framework for understanding the implications of managing companies for one purpose or another. And perhaps also for answering the reframed question of whether corporate managers should cater to the preferences of their portfolio-value-maximizing indexing investors when making decisions on behalf of their corporations.

À la prochaine

La professeur australienne Jennifer Hill (toujours intéressante à lire, je vous la conseille vivement !) vient de publier ce nouvel article « Corporations, Directors’ Duties and the Public/Private Divide » dans l’ECGI Law Series 539/2020 (25 septembre 2020). Par rapport à nos thématiques du site, cette étude est un incontournable !

Extrait :

Business history and theory reflect a tension between public and private conceptions of the corporation. This tension and conceptual ambiguity lay close to the surface of The Modern Corporation and Private Property, in which Berle and Means portrayed the modern public corporation as straddling the public/private divide. It is also embodied in the famous Berle-Dodd debate, which provides the basis for contemporary clashes between “different visions of corporatism,” such as the conflict between shareholder primacy and stakeholder-centered versions of the corporation.

This chapter examines a number of recent developments suggesting that the pendulum, which swung so clearly in favour of a private conception of the corporation from the 1980s onwards, is in the process of changing direction.

The chapter provides two central insights. The first is that there is not one problem, but multiple problems in corporate law, and that different problems may come to the forefront at different times. Although financial performance is a legitimate concern in corporate law, it is also important to recognize, and address, the danger that corporate conduct may result in negative externalities and harm to society. The chapter argues that it is therefore, a mistake to view the two sides of the Berle-Dodd debate as binary and irreconcilable. The second insight is that corporate governance techniques (such as performance-based pay), which are designed to ameliorate one problem in corporate law, such as corporate performance, can at the same time exacerbate other problems involving the social impact of corporations.

As the chapter shows, a number of recent developments in corporate law have highlighted the negative externalities and social harm that corporate actions can cause. These developments suggest the emergence of a more cohesive vision of the corporation that encompasses both private and public aspects. The developments also potentially affect the role and duties of company directors, who are no longer seen merely as monitors of corporate performance, but also as monitors of corporate integrity and the risk of social harm.

À la prochaine…

Belle tribune dans Fortune de MM. Colin Mayer, Leo Strine Jr et Jaap Winter au titre clair : « 50 years later, Milton Friedman’s shareholder doctrine is dead » (13 septembre 2020).

Extrait :

Fifty years ago, Milton Friedman in the New York Times magazine proclaimed that the social responsibility of business is to increase its profits. Directors have the duty to do what is in the interests of their masters, the shareholders, to make as much profit as possible. Friedman was hostile to the New Deal and European models of social democracy and urged business to use its muscle to reduce the effectiveness of unions, blunt environmental and consumer protection measures, and defang antitrust law. He sought to reduce consideration of human concerns within the corporate boardroom and legal requirements on business to treat workers, consumers, and society fairly. 

Over the last 50 years, Friedman’s views became increasingly influential in the U.S. As a result, the power of the stock market and wealthy elites soared and consideration of the interests of workers, the environment, and consumers declined. Profound economic insecurity and inequality, a slow response to climate change, and undermined public institutions resulted. Using their wealth and power in the pursuit of profits, corporations led the way in loosening the external constraints that protected workers and other stakeholders against overreaching.

Under the dominant Friedman paradigm, corporations were constantly harried by all the mechanisms that shareholders had available—shareholder resolutions, takeovers, and hedge fund activism—to keep them narrowly focused on stockholder returns. And pushed by institutional investors, executive remuneration systems were increasingly focused on total stock returns. By making corporations the playthings of the stock market, it became steadily harder for corporations to operate in an enlightened way that reflected the real interests of their human investors in sustainable growth, fair treatment of workers, and protection of the environment.

Half a century later, it is clear that this narrow, stockholder-centered view of corporations has cost society severely. Well before the COVID-19 pandemic, the single-minded focus of business on profits was criticized for causing the degradation of nature and biodiversity, contributing to global warming, stagnating wages, and exacerbating economic inequality. The result is best exemplified by the drastic shift in gain sharing away from workers toward corporate elites, with stockholders and top management eating more of the economic pie.

Corporate America understood the threat that this way of thinking was having on the social compact and reacted through the 2019 corporate purpose statement of the Business Roundtable, emphasizing responsibility to stakeholders as well as shareholders. But the failure of many of the signatories to protect their stakeholders during the coronavirus pandemic has prompted cynicism about the original intentions of those signing the document, as well as their subsequent actions.

Stockholder advocates are right when then they claim that purpose statements on their own achieve little: Calling for corporate executives who answer to only one powerful constituency—stockholders in the form of highly assertive institutional investors—and have no legal duty to other stakeholders to run their corporations in a way that is fair to all stakeholders is not only ineffectual, it is naive and intellectually incoherent.

What is required is to match commitment to broader responsibility of corporations to society with a power structure that backs it up. That is what has been missing. Corporate law in the U.S. leaves it to directors and managers subject to potent stockholder power to give weight to other stakeholders. In principle, corporations can commit to purposes beyond profit and their stakeholders, but only if their powerful investors allow them to do so. Ultimately, because the law is permissive, it is in fact highly restrictive of corporations acting fairly for all their stakeholders because it hands authority to investors and financial markets for corporate control.

Absent any effective mechanism for encouraging adherence to the Roundtable statement, the system is stacked against those who attempt to do so. There is no requirement on corporations to look after their stakeholders and for the most part they do not, because if they did, they would incur the wrath of their shareholders. That was illustrated all too clearly by the immediate knee-jerk response of the Council of Institutional Investors to the Roundtable declaration last year, which expressed its disapproval by stating that the Roundtable had failed to recognize shareholders as owners as well as providers of capital, and that “accountability to everyone means accountability to no one.” 

If the Roundtable is serious about shifting from shareholder primacy to purposeful business, two things need to happen. One is that the promise of the New Deal needs to be renewed, and protections for workers, the environment, and consumers in the U.S. need to be brought closer to the standards set in places like Germany and Scandinavia. 

But to do that first thing, a second thing is necessary. Changes within company law itself must occur, so that corporations are better positioned to support the restoration of that framework and govern themselves internally in a manner that respects their workers and society. Changing the power structure within corporate law itself—to require companies to give fair consideration to stakeholders and temper their need to put profit above all other values—will also limit the ability and incentives for companies to weaken regulations that protect workers, consumers, and society more generally.

To make this change, corporate purpose has to be enshrined in the heart of corporate law as an expression of the broader responsibility of corporations to society and the duty of directors to ensure this. Laws already on the books of many states in the U.S. do exactly that by authorizing the public benefit corporation (PBC). A PBC has an obligation to state a public purpose beyond profit, to fulfill that purpose as part of the responsibilities of its directors, and to be accountable for so doing. This model is meaningfully distinct from the constituency statutes in some states that seek to strengthen stakeholder interests, but that stakeholder advocates condemn as ineffectual. PBCs have an affirmative duty to be good corporate citizens and to treat all stakeholders with respect. Such requirements are mandatory and meaningful, while constituency statutes are mushy.

The PBC model is growing in importance and is embraced by many younger entrepreneurs committed to the idea that making money in a way that is fair to everyone is the responsible path forward. But the model’s ultimate success depends on longstanding corporations moving to adopt it. 

Even in the wake of the Roundtable’s high-minded statement, that has not yet happened, and for good reason. Although corporations can opt in to become a PBC, there is no obligation on them to do so and they need the support of their shareholders. It is relatively easy for founder-owned companies or companies with a relatively low number of stockholders to adopt PBC forms if their owners are so inclined. It is much tougher to obtain the approval of a dispersed group of institutional investors who are accountable to an even more dispersed group of individual investors. There is a serious coordination problem of achieving reform in existing corporations.

That is why the law needs to change. Instead of being an opt-in alternative to shareholder primacy, the PBC should be the universal standard for societally important corporations, which should be defined as ones with over $1 billion of revenues, as suggested by Sen. Elizabeth Warren. In the U.S., this would be done most effectively by corporations becoming PBCs under state law. The magic of the U.S. system has rested in large part on cooperation between the federal government and states, which provides society with the best blend of national standards and nimble implementation. This approach would build on that.

Corporate shareholders and directors enjoy substantial advantages and protections through U.S. law that are not extended to those who run their own businesses. In return for offering these privileges, society can reasonably expect to benefit, not suffer, from what corporations do. Making responsibility in society a duty in corporate law will reestablish the legitimacy of incorporation.

There are three pillars to this. The first is that corporations must be responsible corporate citizens, treating their workers and other stakeholders fairly, and avoiding externalities, such as carbon emissions, that cause unreasonable or disproportionate harm to others. The second is that corporations should seek to make profit by benefiting others. The third is that they should be able to demonstrate that they fulfill both criteria by measuring and reporting their performances against them.

The PBC model embraces all three elements and puts legal, and thus market, force behind them. Corporate managers, like most of us, take obligatory duties seriously. If they don’t, the PBC model allows for courts to issue orders, such as injunctions, holding corporations to their stakeholder and societal obligations. In addition, the PBC model requires fairness to all stakeholders at all stages of a corporation’s life, even when it is sold. The PBC model shifts power to socially responsible investment and index funds that focus on the long term and cannot gain from unsustainable approaches to growth that harm society. 

Our proposal to amend corporate law to ensure responsible corporate citizenship will prompt a predictable outcry from vested interests and traditional academic quarters, claiming that it will be unworkable, devastating for entrepreneurship and innovation, undermine a capitalist system that has been an engine for growth and prosperity, and threaten jobs, pensions, and investment around the world. If putting the purpose of a business at the heart of corporate law does all of that, one might well wonder why we invented the corporation in the first place. 

Of course, it will do exactly the opposite. Putting purpose into law will simplify, not complicate, the running of businesses by aligning what the law wants them to do with the reason why they are created. It will be a source of entrepreneurship, innovation, and inspiration to find solutions to problems that individuals, societies, and the natural world face. It will make markets and the capitalist system function better by rewarding positive contributions to well-being and prosperity, not wealth transfers at the expense of others. It will create meaningful, fulfilling jobs, support employees in employment and retirement, and encourage investment in activities that generate wealth for all. 

We are calling for the universal adoption of the PBC for large corporations. We do so to save our capitalist system and corporations from the devastating consequences of their current approaches, and for the sake of our children, our societies, and the natural world. 

À la prochaine…

Ma collègue Beate Sjåfjell nous gâte encore avec un très bel article (accessible en ligne !) : « Sustainable Value Creation Within Planetary Boundaries—Reforming Corporate Purpose and Duties of the Corporate Board » (Sustainibility, 2020, Vol. 12, Issue 15). Je vous conseille vivement la lecture de cet article…

Résumé :

Business, and the dominant legal form of business, that is, the corporation, must be involved in the transition to sustainability, if we are to succeed in securing a safe and just space for humanity. The corporate board has a crucial role in determining the strategy and the direction of the corporation. However, currently, the function of the corporate board is constrained through the social norm of shareholder primacy, reinforced through the intermediary structures of capital markets. This article argues that an EU law reform is key to integrating sustainability into mainstream corporate governance, into the corporate purpose and the core duties of the corporate board, to change corporations from within. While previous attempts at harmonizing core corporate law at the EU level have failed, there are now several drivers for reform that may facilitate a change, including the EU Commission’s increased emphasis on sustainability. Drawing on this momentum, this article presents a proposal to reform corporate purpose and duties of the board, based on the results of the EU-funded research project, Sustainable Market Actors for Responsible Trade (SMART, 2016–2020).

À la prochaine…

Nouvel article sur la raison d’être par Martin Lipton et al. : « On the Purpose and Objective of the Corporation » (Harvard Law School Forum on Corporate Governance, 5 août 2020).

Extrait :

Recent events—notably including the pandemic, its disparate impact on various segments of society, and the focus on inequality and injustice arising in the wake of the death of George Floyd—have accelerated the conversation on corporate purpose. The result has been substantial, salutary reflection about the role that corporations play in creating and distributing economic prosperity and the nexus between value and values.

For our part, we have supported stakeholder governance for over 40 years—first, to empower boards of directors to reject opportunistic takeover bids by corporate raiders, and later to combat short-termism and ensure that directors maintain the flexibility to invest for long-term growth and innovation. We continue to advise corporations and their boards that—consistent with Delaware law—they may exercise their business judgment to manage for the benefit of the corporation and all of its stakeholders over the long term.

In looking beyond the disruption caused by the pandemic, boards and corporate leaders have an opportunity to rebuild with the clarity and conviction that come from articulating a corporate purpose, anchored in a holistic understanding of the key drivers of their business, the ways in which those drivers shape and are shaped by values, and the interdependencies of multiple stakeholders that are essential to the long-term success of the business.

This opportunity leads us to reiterate and refine a simple formulation of corporate purpose and objective, as follows:

The purpose of a corporation is to conduct a lawful, ethical, profitable and sustainable business in order to ensure its success and grow its value over the long term. This requires consideration of all the stakeholders that are critical to its success (shareholders, employees, customers, suppliers and communities), as determined by the corporation and its board of directors using their business judgment and with regular engagement with shareholders, who are essential partners in supporting the corporation’s pursuit of its purpose. Fulfilling purpose in such manner is fully consistent with the fiduciary duties of the board of directors and the stewardship obligations of shareholders.

This statement of corporate purpose is broad enough to apply to every business entity, but at the same time supplies clear guideposts for action and engagement. The basic objective of sustainable profitability recognizes that the purpose of for-profit corporations includes creation of value for investors. The requirement of lawful and ethical conduct ensures generally recognized standards of corporate social compliance. Going further, the broader mandate to take into account all corporate stakeholders, including communities, is not limited to local communities, but comprises society and the economy at large and directs boards to exercise their business judgment within the scope of this broader responsibility. The requirement of regular shareholder engagement acknowledges accountability to investors, but also the shared responsibility of shareholders for responsible long-term corporate stewardship.

Fulfilling this purpose will require different approaches for each corporation depending on its industry, history, regulatory environment, governance and other factors. We expect that board committees—focusing on stakeholders, ESG issues and the stewardship obligations of shareholders— will be useful or even necessary for some companies. But for all the differences among companies, there is an important unifying commonality: corporate action, taken against the backdrop of this formulation of corporate purpose, will be fully protected by the business judgment rule, so long as decisions are made by non-conflicted directors acting upon careful consideration and deliberation.

Executed in this way, stakeholder governance will be a better driver of long-term value creation and broad-based prosperity than the shareholder primacy model. Directors and managers have the responsibility of exercising their business judgment in acting for the corporate entity that they represent, balancing its rights and obligations and taking into account both risks and opportunities over the long term, in regular consultation with shareholders. Directors will not be forced to narrow their focus and act as if any one interest trumps all others, with potentially destructive consequences, but will instead have latitude to make decisions that reasonably balance the interests of all constituencies in a manner that will promote the sustainable, long-term business success of the corporation as a whole.

À la prochaine…

Alors que tout le monde évoque le changement de paradigme lié à l’émergence d’un « stakeholderism », le Wall Street Journal lance un pavé dans la mare sous la plume notamment du professeur Bebchuk : rien n’a vraiment changé ! « ‘Stakeholder’ Capitalism Seems Mostly for Show » (Wall Street Journal, 6 août 2020)

Extrait :

Notwithstanding statements to the contrary, corporate leaders are generally still focused on shareholder value. They can be expected to protect other stakeholders only to the extent that doing so would not hurt share value.

That conclusion will be greatly disappointing to some and welcome to others. But all should be clear-eyed about what corporate leaders are focused on and what they intend to deliver.

Pour un commentaire du Board Agenda, voir « Stakeholderism: Study finds evidence in short supply ».

À la prochaine…