There have been a number of scholarly paeans to blockchain as a corporate governance tool. It creates a permanent and irreversible chain of custody that can be used for shareholder record keeping and voting, insider trading, corporate disclosures, and trade execution.
My new article, Governance ≠ Leadership: What Blockchain and Artificial Intelligence Won’t Do for Corporate Lawyers, is hardly a criticism of the advances blockchain might bring to the monitoring function. That is one of the fundamental duties of a corporate board. Instead, the legal literature highlighted for me, a former public company chief legal officer, the extent to … Read more
Last August, the Business Roundtable (an organization of around 200 corporate CEOs) announced it was amending its Principles of Corporate Governance to eliminate the statement that the “primary purpose” of a corporation was to serve its shareholders. The CEOs wanted to reconcile the statement of principles to what they felt they actually do – namely, balance the interests of a number of corporate stakeholders, including customers, employees, suppliers, and communities.
The amendment reinvigorated the “shareholders vs. stakeholders” debate. The shareholder wealth maximization absolutists, like Professor Stephen Bainbridge at UCLA and a number of op-ed columnists at the Wall Street Journal… Read more