In a world where the grocery store may be more powerful than the government and corporations are the governors rather than the governed, the notion of corporations being only private actors is slowly evaporating. Gone is the view that corporations can focus exclusively on maximizing shareholder wealth. Instead, the idea that corporations owe duties to the public is capturing the attention of not only citizens and legislators, but corporations themselves. This book explores the deepening connections between corporations and the public. It explores timely - and often controversial - public issues with which corporations must grapple including the corporate purpose, civil and criminal liability, taxation, human rights, the environment and corruption. Offering readers an encompassing, balanced, and systematic understanding of the most pertinent duties corporations should bear, how they work, whether they are justified, and how they should be designed in the future, this book clarifies corporations' roles vis-à-vis the public.
Acknowledgements
1. Introduction
1.1 Common arguments for a closer relationship between corporations and the public
1.2 The structure of the book
2. Background
2.1 A brief history of the corporation and its relationship with the public
2.2 Justifying corporate duties
2.3 Conclusion
3. Corporate purpose
3.1 Theoretical approaches
3.2 The corporate purpose in UK and US law
3.3 The diverging views assessed
3.4 A recalibrated purpose
3.5 Conclusion
4. Corporate governance
4.1 Introduction
4.2 Corporate governance policies
4.3 Conclusion
5. Parent company liability
5.1 Introduction
5.2 The group company and limited liability
5.3 Circumventing limited liability
5.4 The (economic) case for group company liability
5.5 Reforming liability for group companies
5.6 Two-tiered liability based on risk internalization
5.7 Conclusion
6. Tort law
6.1 Justification for corporate liability
6.2 Corporate theories
6.3 Attribution mechanisms
6.4 Alternative approaches - depersonalized corporate liability
6.5 Conclusion
7. Criminal law
7.1 Recognition of corporate criminal liability
7.2 Attribution mechanisms
7.3 Justifying and designing corporate criminal liability
7.4 Conclusion
8. Human rights law
8.1 The legal regime for corporations and human rights
8.2 Defining corporate duties vis-à-vis human rights
8.3 Conclusion
9. Environmental law
9.1 The case for corporate environmental responsibility
9.2 Existing mechanisms defining corporate environmental responsibility
9.3 Conclusion
10. Corruption
10.1 Defining corruption
10.2 Why combat corruption?
10.3 Anti-corruption rules
10.4 Corporate duties for combating corruption
10.5 Conclusion
11. Tax law
11.1 Why are corporations taxed?
11.2 The problem of aggressive tax planning
11.3 Contextualizing the role of governments
11.4 The corporate duty (not) to engage in tax avoidance)
11.5 Conclusion
12. Conclusion
12.1 Key findings
12.2 Common themes and lessons
12.3 Final thoughts
Index.
