Shareholders vs. Stakeholders:
The Business Roundtable's Redefinition of Corporate Purpose, Fiduciary Duties, and the Ethical Obligations of Lawyers (OnDemand)
Originally held on Monday, November 25, 2019 | 6:00 pm - 8:00 pm
Program Fee:
OnDemand: $69 for Members | $169 for Nonmembers
Members who are Recent Law Graduates, Newly Admitted Lawyers (admitted
for the first time in any state or country 2017-2019),
In-House/Corporate Counsel, Judges, or attorneys that practice within
the Government, Academic or Not-for-Profit sectors attend this program
for free.
CLE Credit:
New York: 2.0 Total: 1.0 Professional Practice, 1.0 Ethics
New Jersey: 2.4 General
California: 2.0 Total: 1.5 General, 0.5 Professional Responsibility
Pennsylvania: 2.0 Total: 1.5 General, 0.5 Professional Responsibility
Please Note: Newly admitted NY attorneys cannot fulfill ethics or skills credits through our on-demand programs under OCA rules. For more information on this, please see http://www.nycourts.gov/attorneys/cle/changes_for_2016.shtml.
Description:
Most lawyers believe that the corporate laws of most states, including
Delaware, require that directors act, within the law, to maximize the
value of the shareholder-owners’ investment in the corporation.
Similarly, the principles of corporate governance published by the
Business Roundtable, which represents many of the largest corporations
in America, long stated that directors should seek to maximize
shareholder value. In August of this year, however, the Business
Roundtable issued a statement “redefining” the purpose of the
corporation “to promote an economy that serves all Americans.” The new
statement refers to “a fundamental commitment to all of our
stakeholders” and mentions customers, employees, suppliers, communities
and shareholders. The Council of Institutional Investors responded,
stating that the Roundtable’s new principles “undercut notions of
managerial accountability to shareholders” and, “while it is critical to
respect stakeholders,” directors should also “have clear accountability
to company owners.”
This panel will explore this issue—shareholders vs. stakeholders—from
several perspectives. In particular, the panel will consider what the
fiduciary duties of directors are in relation to shareholders and other
corporate constituencies, including the key question of when and how
directors are permitted to consider the interests of stakeholders other
than shareholders. For instance, under the stakeholder model, would
constituencies other than shareholders be able to bring actions against
directors for breaches of fiduciary duty? The panel will also consider
the important questions of professional responsibility raised by
stakeholder theory: if an attorney represents a corporation and the
corporation has obligations to stakeholders other than shareholders, how
does this affect the attorney’s professional obligations to the
corporation? Do attorneys ever have duties to stakeholders, whether
shareholders or some other corporate constituency? Finally, the panel
will consider the larger policy issues involved in this question,
including how the issues of shareholders vs. stakeholders affect general
matters of corporate governance, the functioning of markets, and the
performance of the economy as a whole.
Click Here to View Program Agenda & Faculty
Program Chair:
Robert T. Miller, Professor of Law and F. Arnold Daum
Fellow in Corporate Law, University of Iowa College of Law and Fellow
and Program Affiliated Scholar, Classical Liberal Institute, New York
University School of Law
Sponsoring Association Committees:
Corporation Law, Robert T. Miller, Chair
Professional Responsibility, Wallace L. Larson, Chair