Stakeholderism and Business Law (SC)

After a series of pitched intellectual battles, various fields of business law each came to focus on a single constituency. Antitrust came to focus on consumer prices, instead of protecting competitors or the political process from domination by large firms. Bankruptcy came to focus on creditor interests, instead of protecting employees or local communities from the collapse of distressed firms. Corporate law came to focus on shareholder interests, instead of protecting workers, creditors, the environment, or surrounding communities. And securities regulation came to focus on investors in public companies, instead of the full range of constituencies that could benefit from improved disclosures. But this clean allocation of responsibility has come under increasing strain. A wave of reformers has sought to extend each field to protect a broader range of stakeholders. In each area, they have been met with a fierce counterattack. Studying these debates together is worthwhile because stakeholderism can have advantages and disadvantages that cut across different fields, and because stakeholderism in one area can have complementary or contradictory effects in another. The approach can also offer valuable insights on important movements, including the emerging law and political economy school of legal thought; neo-Brandeisian approaches in antitrust; advocacy for environmental, social, and governance (“ESG”) disclosures in securities regulation; and the serious challenges to each. This short course will consider these current issues in business law. The course will not assume any prior knowledge of antitrust, bankruptcy, corporate law, or securities regulation. It will seek to provide useful framing concepts for students who go on to study those fields, while offering new insights and perspectives to students who have already taken those subjects.