Making Corporate Social Responsibility Pay

The Harvard Law School Forum on Corporate Governance and Financial Regulation 2020-01-25

Posted by Dorothy S. Lund (University of Southern California), on Saturday, January 25, 2020
Editor's Note: Dorothy S. Lund is Assistant Professor of Law at the University of Southern California Gould School of Law. This post is based on her recent paper. Related research from the Program on Corporate Governance includes Socially Responsible Firms by Alan Ferrell, Hao Liang, and Luc Renneboog (discussed on the Forum here); Reconciling Fiduciary Duty and Social Conscience: The Law and Economics of ESG Investing by a Trustee by Robert H. Sitkoff (discussed on the Forum here); and Social Responsibility Resolutions by Scott Hirst (discussed on the Forum here).

The world is clamoring for corporations to serve society. With the recognition that adequate externality regulation is unlikely to manifest, scholars, politicians, major shareholders, and other corporate stakeholders have joined in urging companies to practice corporate citizenship. But this advocacy is unlikely to alter corporate decisionmaking to the desired extent. In particular, proponents of stakeholder governance ask fiduciaries to operate against a deeply-ingrained incentive structure that pushes them to maximize shareholder wealth as a first priority.

Is there any way to encourage companies to benefit the broader public in a world that remains tethered to wealth maximization? In the past few years, there has been ample financial innovation in this space. Today, investors can fund green bonds or impact bonds, to take two examples. But these instruments merely support profit-maximizing corporate projects that align with investors’ prosocial goals; they do not encourage corporations to make profit-sacrificing prosocial decisions.