An in-depth look at the trouble with shareholder value thinking and at better options for models of corporate purpose. Executives, investors, and the business press routinely chant the mantra that corporations are required to “maximize shareholder value.” In this pathbreaking book, renowned corporate expert Lynn Stout debunks the myth that corporate law mandates shareholder primacy. Stout shows how shareholder value thinking endangers not only investors but the rest of us as well, leading managers to focus myopically on short-term earnings; discouraging investment and innovation; harming employees, customers, and communities; and causing companies to indulge in reckless, sociopathic, and irresponsible behaviors. And she looks at new models of corporate purpose that better serve the needs of investors, corporations, and society. “A must-read for managers, directors, and policymakers interested in getting America back in the business of creating real value for the long term.” —Constance E. Bagley, professor, Yale School of Management; president, Academy of Legal Studies in Business; and author of Managers and the Legal Environment and Winning Legally “A compelling call for radically changing the way business is done... The Shareholder Value Myth powerfully demonstrates both the dangers of the shareholder value rule and the falseness of its alleged legal necessity.” —Joel Bakan, professor, The University of British Columbia, and author of the book and film The Corporation “Lynn Stout has a keen mind, a sharp pen, and an unbending sense of fearlessness. Her book is a must-read for anyone interested in understanding the root causes of the current financial calamity.” —Jack Willoughby, senior editor, Barron’s “Lynn Stout offers a new vision of good corporate governance that serves investors, firms, and the American economy.” —Judy Samuelson, executive director, Business and Society Program, The Aspen Institute

What is the objective or purpose of business Management? According to the dominant theory of contemporary financial management scholarship, agency theory, business managers are obligated to maximise owner or shareholder value. According to most theories of business ethics, however, some owner-value-maximising actions should not be performed, because they would be unethical. Because business management scholars and business ethics scholars have not resolved this contradiction, students of commerce receive a contradictory education. The twenty-five essays in this interdisciplinary, international volume address the question of the objective or purpose of business management from a wide range of theoretical perspectives. Since some of the writers contradict one another, it is not possible that all of them are correct. Nevertheless, the fact that many of them argue persuasively that business managers should aspire to more than maximisation of a financial variable challenges everyone with a theoretical or practical interest in commerce to reconsider acceptance of the owner-value paradigm and to develop a richer conception of the profession of business management.

The evolution of modern capitalist society is increasingly being marked by an undeniable and consistent tension between pure economic and ethical ways of valuing and acting. This book is a collaborative and cross-disciplinary contribution that challenges the assumptions of capitalist business and society. It ultimately reflects on how to restore benevolence, collaboration, wisdom and various forms of virtuous deliberation amongst all those who take part in the common good, drawing inspiration from European history and continental philosophical traditions on virtue.

This volume consists of papers derived from the Ninth International Conference on Studies in Economic Ethics and Philosophy (SEEP), held at Trent University in Peterborough, Ontario, Canada, in June of 2002. Let me take this opportunity to express my appreciation to Professor Peter Koslowski for his original stimulus, encouragement, and continual assistance in making the Conference a success. I would also like to thank my Trent colleague, Professor David Holdsworth, for his steadfast help in the management of the Conference and the papers resulting from it. I am obliged to Mr. Louis Taylor of North George Studios in Peterborough for his expert professional service in preparing the manuscript for printing. Finally, let me gratefully acknowledge the generous financial sponsorship of the Conference by the Social Sciences and Humanities Research Council of Canada, and Trent University's Department of Philosophy and Graduate Centre for the Study of Theory, Culture, and Politics. Bernard Hodgson Department of Philosophy Trent University Peterborough, Ontario, Canada May 2004 Contents Preface . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IX Introduction BERNARD HODGSON . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Part One Setting the Problem Chapter 1 Public Interest and Self-Interest in the Market and the Democratic Process PETER KOSLOWSKI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Chapter2 The Invisible Hand and Thinness of the Common Good RICHARD DE GEORGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 CONTENTS Part Two Constraining the Invisible Hand Chapter 3 Hiring Invisible Hands for Public Works EDWARDJ. NELL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Chapter4 A Market Failures Approach to Business Ethics JOSEPH HEATH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 Chapter 5 Abstractions and Conceptual Automata in Economics and Non-Economics STEPHEN REGOCZEI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

In this ground-breaking book, Asesh Sarkar presents a visionary solution for the widening rift between everyday people and shareholders within contemporary capitalist systems and societies. Sarkar compellingly argues that this gap – where economic growth is realised primarily through corporate profits and favours shareholders over the general population – is fuelling impoverishment and risking the potential for mass social unrest. Here he introduces an innovative approach that business leaders can leverage to make capitalism work for all. Enter the Customer Co-ownership Economy – a revolutionary model where companies align capitalism with wealth distribution by allocating shares to customers, transforming them into vested 'co-owners' with a stake in the company’s success. Drawing on robust economic reasoning, supported by academic research and insights, Sarkar champions this ownership structure as a win-win scenario. Businesses will enjoy heightened loyalty, goodwill and share of wallet, invaluable market insights to improve R&D, plus an engaged investor base that’s vital to growth and success. Customers will gain wealth through share ownership, regular dividends, financial literacy and a voice in corporate decisions. Through vivid anecdotes and clear modelling, Sarkar artfully illustrates the transformative potential of the Co-owned concept, demonstrating its compelling commercial benefits for businesses, substantial wealth generation for households, and a profoundly positive impact on society. Powerful in its simplicity and logic, by making a persuasive case for his 'capitalist cure' to recalibrate business and society, Sarkar provides an optimistic path for concerned business leaders and policymakers grappling with capitalism's flaws, promising a more equitable and prosperous future for all.

This timely and engaging book examines how maximizing shareholder value has played a dominant role in corporate governance over recent decades, and analyzes the resulting effect on share prices in the stock markets. Alongside the rise in corporate power and deepening economic inequality, the author investigates corporate law reform as a corrective remedy.

Robert B. Reich makes a powerful case for the expansion of America’s moral imagination. Rooting his argument in common sense and everyday reality, he demonstrates that a common good constitutes the very essence of any society or nation. Societies, he says, undergo virtuous cycles that reinforce the common good as well as vicious cycles that undermine it, one of which America has been experiencing for the past five decades. This process can and must be reversed. But first we need to weigh the moral obligations of citizenship and carefully consider how we relate to honor, shame, patriotism, truth, and the meaning of leadership. Powerful, urgent, and utterly vital, this is a heartfelt missive from one of our foremost political thinkers.