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UC Law Business Journal

Abstract

Amidst an emerging bipartisan consensus on greater corporate social accountability, America First has joined longstanding solicitude about the racial wealth gap. This Article offers yet another take on corporate purpose. As a project of recovering legal memory like Adrian Vermeule’s common good constitutionalism, it examines scholarship on the history of corporate purpose toward answering whether stakeholder capitalism should inform corporate regulation and, if so, how. It concludes from this history that the Anglo-American legal tradition clearly justifies regulators to hold business corporations accountable to the common good. But it also finds in this history a requirement that stakeholder capitalism be advanced through a renewed corporation rather than a revived original corporation. It explains the renewed corporation as the implementation of stakeholder capitalism through legislative and administrative regulation seeking interest convergence. To concretize the vision, it also proposes two regulatory mechanisms at the macro and microeconomic levels to advance stakeholder capitalism: the amendment of the securities regulatory scheme to require the recognition and protection of sweat equity in capital markets and the amendment of economic development schemes to promote the organization of businesses as worker cooperatives.

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