Shareholders Vs. Stakeholders

New York City Bar
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

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

New York City Bar 42 West 44th St New York, NY 10036

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Monday, 25 November 2019