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ABSTRACT
Corporate purpose is currently hotly debated amidst much speculation that American public companies are forsaking shareholder centrality in favor of a wider set of priorities. Despite this speculation, systematic analysis of the future of corporate purpose is lacking. This Article correspondingly offers predictions on the trajectory of corporate purpose, drawing on past developments and present trends in so doing. A key reference point is a potential cyclical pattern, which implies public company executives will soon be prioritizing corporate "stakeholders" collectively rather than focusing primarily on shareholders. The history of corporate purpose can indeed be characterized quite plausibly in cyclical terms, with the most recent shareholder-friendly swing of the pendulum occurring in the 1980s due to a wave of hostile takeovers. The future, however, looks different. The 1980s takeover wave probably was a "critical juncture" that altered corporate purpose in a shareholderoriented manner that is unlikely to change for the foreseeable future.
I. INTRODUCTION
Debate regarding corporate purpose currently is "vibrant"1 and "thriving."2 The debate is long-running, with conflicting visions extending back decades.3 The controversy has intensified, however, over the past few years.4 Concerns are growing that if those running America's largest firms do not forsake prioritizing shareholder interests, social and economic stability could be undermined, and climate change could jeopardize the fate of the planet.5 With politicians, business leaders, judges, and academics all having their say, a venerable corporate law topic "has become one of the hottest public policy issues."6
A by-product of the debate thus far is a "very considerable body of scholarship on the corporate purpose and a corporation's social responsibility."7 Analysis of which interests directors charged with managing corporations should serve8 spans "the law, labor, finance, and management literatures."9 Law review articles addressing corporate purpose typically consider the relevant corporate law doctrine in some detail, focusing primarily on the extent to which directors have scope to advance the interests of non-shareholder corporate constituencies ("stakeholders") when these clash with the interests of the stockholders.10 The pros and cons of corporate prioritizing of shareholders and stakeholders are also often canvassed. Likewise, a brief overview of the historical ebb and flow of debates regarding corporate purpose is usually offered to provide context.
Given the "very considerable body of scholarship" on corporate purpose, what...