Corporate Governance Welfarism

Abstract

Abstract Corporate governance is on the verge of entering a new stage. After the managerialism that dominated the view of the corporation into the 1970s and the shareholderism that supplanted it, we are witnessing the emergence of a new paradigm: corporate governance welfarism. Welfarism rejects the faith that market forces will promote general welfare and lacks confidence in the government’s ability to set proper boundary constraints. By looking to corporations to internalize externalities directly, welfarism thus offers an alternative way to deal with social problems that the political system has failed to address. Welfarism comes in three strands—portfolio welfarism, shareholder welfarism, and direct social welfarism—two of which are consistent with shareholder primacy. The important distinction between welfarism and shareholderism, rather, is that welfarism, by embracing goals that are much broader than shareholder value as a means to promote overall welfare, reflects a departure from the classical liberal economic theory that underpins shareholderism. Welfarism, in turn, departs from managerialism in looking beyond the single firm, in relying on shareholder and stakeholder pressure rather than on managerial discretion to balance firm value maximization and broader objectives, and in embracing a wider set of potential stakeholders. Welfarism is on the rise ideologically. While it is unclear how much welfarism has already affected operations at individual firms, the underlying drivers of welfarism are likely to remain or grow. There are, therefore, good reasons to believe that the push towards welfarism will take hold, grow, and, over time, generate a welfarist turn in corporate governance. Welfarism, however, is subject to two inherent limitations. First, welfarism has its greatest traction for publicly traded companies with dispersed shareholders. By contrast, for companies with a single shareholder, a controlling shareholder, or a small group of shareholders, the welfarist prescriptions will have only a limited impact. Second, the very lack of consensus that impedes political solutions reemerges under and constrains welfarism by generating disagreements among shareholders, impugning its legitimacy, and imposing political barriers to its implementation.