'C o r p o r a t e R e f o r m A f t e r E n r o n28 Words to Redefine Corporate Duties
The Proposal for a Code for
Corporate Citizenship
By Robert Hinkley
Over the past 120 years, state and federal governments have enacted volumes of laws and regulations to curb the problem of corporate abuse of the public interest. Examples include legislation to protect the environment, eliminate child labor, create equal opportunity, increase workplace safety, limit anti-competitive behavior and protect the public interest in numerous other ways which corporations have been unwilling or unable to do voluntarily. Notwithstanding all this legislation, the damage that continues to be inflicted is more extensive than ever.
Part of the reason for this ongoing damage is that such legislation only addresses where and how much companies should be allowed to damage the public interest, rather than eliminating the reason why they damage it. The "where and how much" approach is a little like trying to cure a disease by treating the symptoms. The patient feels better for a while, but soon the disease returns, sometimes in a more virulent form. In order to cure the disease of corporate abuse of the public interest, its cause must be understood and either changed or eliminated.
The cause of most corporate abuse is no secret. The thing that keeps greenhouse gases pouring out of smokestacks and tailpipes is the same thing that results in vendors of designer sneakers paying Third World children less than a dollar an hour. It's also the same thing that keeps tobacco companies marketing their products to children, fast food companies paying less than a living wage and meat packing companies maintaining dangerous working conditions. That thing is the dedication of the corporation to the pursuit of profit.
Under the corporate law, corporations are established for one purpose -- to make money for shareholders. This purpose is included in the law as a duty imposed upon directors and is sometimes called the doctrine of "shareholder primacy." Failure to satisfy this duty can result in directors being sued by shareholders. As a result of this duty, the purpose of the corporation becomes the marching orders for everyone who works for the corporation. Very little, if anything, happens in the corporation that does not have this goal in mind.
Professor Lawrence Mitchell at George Washington University Law School has said that this dedication of the corporation to the pursuit of profit has the effect of requiring people who work for the corporation to give up a part of their personhood when they become a director, manager or employee. They must play roles where the only thing that matters is making more money.'
Lees verder: http://www.multinationalmonitor.org/mm2002/02july-aug/july-aug02corp4.html
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