Corporate power is corporate purpose I: evidence from my hometown
批评了公司治理中一种陈旧观点，即公司法只赋予股东权利却暗示董事可平等对待其他利益相关者。通过杜邦公司案例，揭示董事会实际优先考虑股东利益，呼吁支持改变权力结构以强制企业关注非股东群体。
This paper considers a rather tired argument in corporate governance circles, that corporate laws only giving rights to stockholders somehow implicitly empower directors to regard other constituencies as equal ends in governance. By continuing to suggest that corporate boards themselves are empowered to treat the best interests of other corporate constituencies as ends in themselves, no less important than stockholders, scholars and commentators obscure the need for legal protections for other constituencies. As a case study, this paper examines what happened when an activist investor came to DuPont, illustrating how its board knew that they were expected to make their end investors’ best interests, even if that hurt other constituencies. This isn’t a story about bad people, but a reminder to those genuinely concerned for non-shareholder constituencies to face reality and support changes in the power dynamics affecting corporate governance that make regard for non-shareholder constituencies an obligation for business.