Repurposing the Corporation Through Stakeholder Markets

Lynn M. LoPucki - UCLA School of Law
Vol. 55
February 2022
Page 1445

Corporate social responsibility (“CSR”) is immensely popular. Rhetorically, nearly all public corporations have committed to it. But corporations don’t act responsibly because no system exists by which CSR can be measured and rewarded.

Thousands of organizations worldwide are engaged in a cooperative effort to build such a system. After two decades of work, the system is almost entirely in place. It may become effective in the next two to three years. When it does, the system will continually measure and report publicly as many as a thousand data points on the CSR of each of thousands of participating corporations. CSR ratings and rankings will become credible. Once that information system is effective, corporations will be able to claim social responsibility credibly only if they act responsibly.

This Article’s main thesis is that the public availability of credible CSR information will enable the corporation’s stakeholders and potential stakeholders to repurpose the corporation. By “repurpose” I mean control the corporation and redirect its employees’ efforts to CSR. Repurposing’s mechanism will be the competitive markets in which corporations acquire resources from their potential stakeholders. The corporation’s potential stakeholders will, for the first time, know and be able to react to, the corporation’s level of responsibility. CSR’s popularity assures that those markets will reward corporations that excel at CSR and punish those that do not.

Parallel reform efforts will contribute to the repurposing process. They include mandatory CSR reporting, mandatory CSR compliance, changing the law of corporate purpose, employee voting for directors, mutual fund pass-through voting, stewardship codes, and social norm building.

Repurposing’s initial target will be the externalization of social costs. But the corporation’s potential stakeholders — including its customers — furnish all the resources corporations need to operate. By their market choices, the potential stakeholders can make the corporation’s purpose whatever they want it to be.
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