Norms and expectations of what corporations should do are changing rapidly. In August 2019, the Business Roundtable, an influential club of the chief executives of major U.S. corporations, announced a new statement on the “Purpose of a Corporation.” Signed by 181 CEOs, the statement of purpose called for a departure from “shareholder primacy” to “stakeholderism” as a core principle of corporate governance, with the CEOs committing to “lead their companies for the benefit of all stakeholders.”
David M. Rubenstein Fellow – Global Economy and Development
This change of heart in corporate America is a belated response to the decades-old critique and activism against shareholder primacy. Preoccupation with quarterly profits is blamed for making corporations shortsighted, leading to environmental pollution, income inequalities, weakening workers’ rights, and lower capital investments—all of which are believed to undermine social cohesion and long-term competitiveness. Stakeholderism, also called stakeholder economy/capitalism by the World Economic Forum, is expected to encourage a long-term orientation by rebalancing the asymmetric power of shareholders vis-à-vis other stakeholders, and revitalize the legitimacy of business.
A sizable share of corporations already practice some form of stakeholderism in response to pressure from value-conscious investors, consumers, and others. More than 80 percent of large corporations, for example, claim to explicitly contribute to the Sustainable Development Goals. Environment, social, and governance (ESG) investing—a class of value-based investments that target corporations that meet minimum ESG criteria—has been growing rapidly, with an estimated total value of $45 trillion in assets under management.
AMBIGUOUS DEFINITIONS, MIXED RESULTS
But stakeholderism has had mixed success. While some companies have managed to create environmental and social value, many engage in “greenwashing” or “impact washing” to mask their unsustainable performances. This is in part due to a mismatch between a renewed corporate purpose that emphasizes stakeholder value, and corporate governance principles and incentive structures that are primarily designed to maximize shareholder returns. Even as corporations make commitments to take greater societal and environmental roles, they often fail to change their governance guidelines and board structures to reflect these intentions. This has resulted in a dissonance between what they aspire to achieve and what they can show for it—a process that can also undo the legitimacy of the emerging stakeholder economy.
This is due to a lack of consensus on how corporate governance should adapt to help build a stakeholder economy, due in part to a lack of clarity on who qualifies as a stakeholder as well as what stakeholder value entails. Think of Facebook, with almost 3 billion users, or Boeing, with thousands of customer airlines and hundreds of millions of passenger users, all of whom would qualify as stakeholders. Without specificity on what value a company creates, for which stakeholder and how, a generic commitment to advance stakeholder interests has little practical meaning.
It is also feared that the ambiguity of stakeholderism could enable corporate leaders to amass too much discretionary power that would enable them to dodge shareholder oversight. A vague commitment to all stakeholders could also undermine long-term competitiveness if managers set out to meet multiple goals that are incompatible with one another. Further, implausibly high expectations can end up making managers risk averse, forcing them to settle for a minimum acceptable performance for all stakeholders rather than excelling in specific issues where they have greater competitiveness. A vague and broad focus on stakeholder value could thus make shareholders and other societal stakeholders worse off.
NEEDED: INSTITUTIONAL REFORM
These critiques, however, do not warrant the conclusion that building a stakeholder economy is an impossible agenda. A growing body of scholarly work, including a recent British Academy report, has documented that building a stakeholder economy requires extensive reforms of market institutions to incentivize the creation of long-term corporate and social value. At a minimum, such a reform would include three ingredients:
- Renewed corporate purpose. This is best defined by the directors of individual businesses, who should specify the stakeholders for whom the businesses will create value, and how this will be achieved. This facilitates effective corporate governance by providing clearly defined goals, and the mechanism for aligning them with corporate strategy. A study by professors Oliver Hart and Luigi Zingales suggests that organizational purpose anchored in maximizing shareholder welfare can help link corporate strategy with stakeholder value. To the extent that shareholders care about certain nonfinancial outcomes, such as environmental sustainability, the purpose of the corporation should be geared toward producing these outcomes. Corporations can then communicate their performance via third-party verified reports to demonstrate if and how they have created the desired outcomes to their stakeholders.
- Corporate law reform. Corporate law needs to incentivize directors to take responsibility for the company’s long-term interests, including its social and environmental impacts. Corporate law in many countries is anchored on the principle of shareholder primacy, creating legal challenges for firms that adopt a broader conception of purpose. A recent study commissioned by the European Union underscored the need to modify corporate law to foster the pursuit of long-term corporate goals and environmental sustainability by corporate directors. Another positive development is the emergence of legal innovations for new corporate entities with governance structures designed for addressing long-term societal issues. More than 30 states in the U.S. have introduced legal mechanisms for “benefit corporations” that pursue a hybrid mission of creating financial and social/environmental value. Similar innovations could facilitate investments into corporate innovations for addressing social and environmental problems.
- Complementary regulations. Stakeholderism should not be expected to substitute for the regulation of negative environmental and social externalities. Many of the issues that currently fall within ESG domain are in fact negative societal and environmental externalities that are not suited for self-regulation by markets. Effective regulation of externalities, such as CO2 emissions, can also level out the playing field by penalizing the distorting effects of noncompliance. In a positive development, the European Commission has recently started to develop a legal framework for mandatory human rights and environmental due diligence, which is expected to outline corporate directors’ duties “not to do harm.”
Building a stakeholder economy requires breaking the artificial boundaries that isolate purpose from performance and creating incentive structures that make corporations drivers of sustainable prosperity. This will entail systematic effort to rewire market and regulatory institutions to ensure that they serve the long-term interests of society.