In January 2025, Target Corporation quietly dismantled the DEI infrastructure it had built in the wake of George Floyd’s murder. There was no press release and no acknowledgment of retreat. Within weeks, other public companies followed. Yet Costco made the opposite choice, with its board publicly urging shareholders to vote down an anti-DEI proposal and defending its diversity commitments on the record. The consequences diverged as well. Target endured a 40-day consumer boycott, 11 consecutive weeks of year-over-year foot-traffic declines, a 3.8% drop in first-quarter comparable store sales, and lasting damage to its reputation scores, while Costco posted 16 straight weeks of traffic gains over the same period. Two firms, two outcomes, in the same political climate. Nor were they alone: In the same proxy season, shareholders at Apple, Levi Strauss, and Procter & Gamble overwhelmingly rejected coordinated anti-DEI proposals. In a new article, we use this divergence to ask a deeper governance question: Why are some corporate commitments so easily abandoned, while others hold?

Our answer builds on Total Governance, the framework one of us introduced with Daniel Greenwood, which reimagines the public corporation as a civic institution animated by overlapping stakeholder roles rather than by capital alone. Total Governance argues that individuals do not experience the corporation in just one way. The same person may be a shareholder, an employee, a customer, and a member of a community whom the corporation affects. Total Governance showed that when these roles converge, ordinary people can exert real influence over firm behavior, regardless of whether they hold a single share. The same is true when shareholders, employees, customers, and members of a community coordinate their actions to pursue common goals.

Our new article takes that insight a step further. We conceptualize the mechanism that harnesses the power of stakeholders of different categories to pursue superordinate goals. We call that mechanism values primacy.

From Total Governance to Values Primacy

Values primacy is the governance paradigm in which stakeholders identify shared values and goals that cut across formal categories, and then coordinate their actions around those values to exert durable institutional power. It is not simply a claim that stakeholders matter. It is a claim about how stakeholder power becomes binding rather than performative.

Corporate law has long relied on a convenient fiction: that shareholders want returns, employees want wages, and consumers want price and quality, full stop. That taxonomy is analytically tidy, but it does not describe how human beings actually behave. A retail investor is also a parent, a neighbor, and often a citizen with commitments to racial justice, climate stability, or product safety. When stakeholders across categories converge on the same goal, each category can hold the other categories accountable, and firms can no longer treat one constituency’s demand as an isolated, manageable annoyance.

Superordinate goals do real work here. Drawing on classic social psychology and on more recent organizational scholarship, we show that such goals are objectives that are highly compelling to groups that might otherwise be in tension, but that cannot be achieved by any one group acting alone. Racial justice, climate stability, and product safety are not “special interests” of a particular stakeholder category. They are goals that shareholders, workers, consumers, and communities frequently hold in common, even when corporate law insists on treating them as adversaries.

Reversibility as a Design Failure

The article’s second contribution is diagnostic. We introduce the concept of reversible governance to describe corporate commitments that are structurally nonbinding and therefore vulnerable to rollback whenever they become politically inconvenient. Target’s silent retreat is the paradigm case, but it is not an outlier. It is the predictable output of a governance system built around quarterly reporting cycles, management discretion, and a doctrinal architecture that treats stakeholder interests as optional.

We examine Tesla and Meta as complementary case studies in reversibility, though for different structural reasons. At Tesla, high exit costs (e.g., the transaction costs of switching from Tesla to a different make) for consumers and concentrated founder control mean stakeholder discontent rarely translates into consequence. At Meta, infrastructural entrenchment (social media are “sticky,” especially when they are folks’ favorite way to share photos and keep in contact) means that users do not simply purchase a product, they inhabit a platform, which makes coordinated exit nearly impossible. In both cases, the failure is not a failure of stakeholder conviction. It is a failure of governance design.

Set against this backdrop, the 2025 proxy season becomes instructive rather than anomalous. Where shareholder values were embedded in structured, cross-stakeholder engagement, as at Apple, Levi Strauss, and Costco, firms resisted politically motivated rollback. Where commitments remained symbolic, as at Target, they collapsed at the first sign of pressure. The difference is not sentiment. It is institutional design.

Values Primacy as a Complement to Director Primacy

Values primacy is a complement to, rather than a challenge to, existing models of board authority. We engage directly with Stephen Bainbridge’s Director Primacy framework and with the Team Production model to show that values primacy operates most usefully at the margins of firm decision-making, where cross-stakeholder alignment supplies information that boards cannot easily obtain through conventional financial metrics alone. Directors retain authority over core strategy and capital allocation. Values primacy instead offers an early warning system, drawing on the Boeing 737 MAX crisis to illustrate how converging stakeholder concerns, from engineers to investors to passengers, can signal risk long before it appears on a balance sheet.

We also propose institutional mechanisms to move firms from reversible governance toward genuine values primacy, including stakeholder advisory councils, participatory disclosure practices, and cross-stakeholder digital coordination platforms modeled on existing investor forums. These are not calls for governance by referendum. They are proposals for converting diffuse public sentiment into a governance input that boards can systematically use.

Why This Matters for Practitioners and Boards

For directors and general counsel, the practical takeaway is straightforward. Values-based commitments that live only in press releases and sustainability reports are largely reversible. Commitments embedded in charters, board mandates, procurement standards, or binding governance architecture, of the kind pioneered by firms like Patagonia, prove far more resistant to ideological volatility. Ben & Jerry’s complicates that picture in a useful way. Founders Cohen and Greenfield embedded their social mission in the 2000 acquisition agreement itself, through an independent board designed to survive any change in ownership—and it held for two decades before the current litigation, in which the independent directors allege that Unilever and its spun-off Magnum Ice Cream Company engineered their removal. The lesson is not that structural embedding fails, but that it is only as durable as the coalition prepared to enforce it. As shareholder activism, consumer boycotts, and employee mobilization intersect in real time, boards that treat stakeholder coordination as governance information, rather than as reputational risk to be managed away, will be better positioned to anticipate disruption rather than merely endure it.

Carliss Chatman is a professor at Southern Methodist University’s Dedman School of Law, and Sergio Alberto Gramitto Ricci is an associate professor at Hofstra University’s Maurice A. Deane School of Law. This post is based on their new article, “Values Primacy & Total Governance Through Activism,” available here