Csr Statements: Incentives and Enforcement in the Wake of the Business Roundtable’S Statement on Corporate Purpose
CSR STATEMENTS: INCENTIVES AND ENFORCEMENT IN THE WAKE OF THE BUSINESS ROUNDTABLE’S STATEMENT ON CORPORATE PURPOSE Arielle Sigel* ABSTRACT Corporate social responsibility (“CSR”) statements—voluntary statements made by a corporation to improve its practices in three broad areas: environmental, social, and governance (“ESG”)—are increasingly expected from companies. Both consumers and investors are interested in whether companies are making efforts at social responsibility. In 2019, the Business Roundtable’s statement focused on CSR, emphasizing corporations’ commitment to stakeholders as well as shareholders. This statement signaled a broader shift away from for-profit companies’ profitability focus, and other prominent industry figures, such as BlackRock’s Larry Fink, continue to voice similar sentiments. The business judgment rule and related corporate law doctrines and cases, such as Dodge v. Ford, provide directors with a great deal of deference—within limits, of course—to make decisions that do not fulfill their primary duty of profit maximization. While CSR statements help companies by providing brand recognition, meeting consumer demand, and creating social good, these companies’ decisions to pursue CSR goals do not always align directly with maximizing profits. This creates a rift between directors’ and companies’ legal obligations and the trend of CSR and stakeholder theory. This Note seeks to close this rift by exploring the incentives behind CSR statements and explaining how directors can fulfill their duties by linking CSR statements to profits. In doing so, it concludes that CSR is a proper corporate purpose. CSR statements, with certain conditions placed on them, benefit both companies and society. If companies get to reap the reputational and financial benefits from making CSR statements, then companies must make good faith efforts to achieve their stated goals.
[Show full text]