Open Forum: Corporate Governance, Fiduciary Duties and Social Responsibility

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Until recently, the long-standing debates of issues related to corporate governance, fiduciary duties, and social responsibility and those regarding the nature of the corporation (e.g. nexus of contracts, separate person, institution, public utility, social capital) have generally assumed (either explicitly or implicitly) a limited approach to law and economics that is more accurately called law and neoclassical economics. This assumption is evident not only in the works of proponents of the law and neoclassical economic approach, but also in the works of its critics. Unlike the neoclassical approach, the socio economic approach does not assume that an increase in efficiency will necessarily result in an increase in the size of the pie. As a consequence, corporations may enhance corporate shareholder, and stakeholder wealth by taking a longer-term, more holistic view of wealth maximization. This panel considers whether the broader socio economic approach to law-related economic issues provides a richer, more rigorous, and more lawyerly foundation for exploring, teaching and advocating various approaches to these important issues of corporate law.