A structural view of corporate purposes
本文从结构性角度分析企业目的，认为目的不仅是追求的目标，还是行动项目、系统功能和衍生义务，主张设计能生成和调整目的的结构比争论实质内容更有用。
Abstract This collection of contributions aims to shed further light on a series of structural aspects of organizational purposes and particularly corporate purpose, as they relate to the nature of that particular form of business organization. The analysis begins by acknowledging that purposes can and should be understood not only as desired outcomes but also as projects of action that may lead to multiple outcomes, as well as functions performed in the larger system they belong to, and as duties deriving from those functions. The main argument advanced here is that, given the complexity and plurality of the forces shaping corporate purposes, it may be more fruitful to design structures and processes that can generate, adapt, and enforce purposes in valid and legitimate ways than to debate the substantive question of what the (more or less “ultimate”) end or goal of the business firm—and of the corporation in particular—should be.1 Keywords: business history, corporate law, corporate purposes, management duties, social responsibility Introduction The discussion of purpose—applied to almost every aspect and type of organization, and to corporate governance in particular—is currently booming. The contemporary debate is populated by good intentions as well as good questions. For example: “What is corporate purpose, anyway? How does it relate to trade-offs across stakeholders? How can we conceptualize the firm if we take purpose seriously?” (Kaplan, 2023, p. 288). It is acknowledged that the answers remain unclear, ranging from “a company's reason for being, to a mechanism that motivates and directs actions, to the meaning of work, to an institutionalized ideal, to a stakeholder-oriented objective that transcends shareholder interests” (Zenger, 2023, p. 121). This Dialogue seeks to contribute to answering those questions. An initial observation is that the purposes of an entity may differ not only in content—that is, the objectives pursued—but also in kind: Purposes can be understood as something other than pursued objectives or “ends-in-sight.” The opening contribution by Anna Grandori aims to clarify the meaning of organizational purposes from a theoretical perspective, examining several key notions of purpose as they appear in the social sciences—particularly in relation to firms and corporations: purposes as objectives, as projects, as functions, and as duties. Subsequent contributions by Margaret Blair and Stephan Leixnering draw on the history of the corporation and the legal provisions governing its existence on both sides of the Atlantic to illuminate the role that notions of purpose have played in corporate law. This use of history is not merely descriptive; rather, it serves to reconstruct and reinterpret practices and ideas from various historical periods that could be fruitfully rediscovered and revitalized today. Among these, the notions of purpose as function, duty, and project once held a prominent place—one that arguably deserves renewed attention. The material is indeed rich, as the debate on the purposes of enterprises—and even notable practical experiments in governing and organizing accordingly—has a long history. In the Anglo-American context, the academic discussion can be traced back to the 1930s (Berle & Means, 1932). Even in the political arena, influential statements on corporate reform emerged, such as the one by Carl Kaysen (1957, p. 313), political advisor in the Kennedy administration and professor of economics at Harvard: ‘No longer the agent of proprietorship seeking to maximize return on investment, management sees itself as responsible to stockholders, employees, customers, the general public, and, perhaps most important, the firm itself as an institution.’ Even earlier, in Europe—especially, though not exclusively, within the German tradition—it had been influentially argued that the directors of legal entities should act “in the best interest of the entity” rather than of any particular constituency. Thus, the purpose of corporations cannot be reduced to maximizing value for shareholders; and it also entails something more than merely balancing or satisfying diverse—in modern language: “stakeholder”—claims (Rathenau, 1921). Institutional approaches of this kind have strong traditions across major European countries, and this interest persists in many contemporary efforts to improve and reform corporations within the European Union; as documented in instructive accounts of their historical evolution (Veldman, 2013) and comparative law provisions (Ventura, 2023). As Meyer, Leixnering, and Veldman observe in their Introduction to the Research in the Sociology of Organizations volume dedicated to the corporation (Meyer et al., 2022, p. 12): ‘the perhaps surprising insight … is that current frustration with the corporation does not inevitably issue from the form itself, but rather from the fact that modern market societies appear to have forgotten what this organizational form can be and, indeed, The Dialogue what the corporate organizational and legal form can indeed once relation to It purpose in the functions that to the and of the corporate form of that it in it in of its to law and organizational the here from or for corporate that in contemporary particularly in and in the approaches to purpose as something and or to be in substantive best interest and of the et al., the as social or et al., 2023). a of from this arguably and form of is to what the of the even more of as a be in of How can a purpose, understood as a or a pursued be or does not a for a purpose the structural of an indeed of the Dialogue to and what can be as a structural to purposes, one that may of the As in the and contribution to this governance entails a to rather than to to and purposes that, to the general interest of the to the general of In this the corporation functions of interest that as the this a structural we the of and that their in the design of structural that the of purposes and their Among such structural we may efforts to legal such as the in the and the in legal could be in at by not only the and of purposes but also the of and by that purposes may the of as in a those to and by a of and practices that can be by any rather than a corporate In other we what can be by the than what corporate purposes should be in of or other of may be more to should purposes should can they be How they relate to the nature of business and of the corporation in How can the of corporate be with the to a social and can the for a project be with the for and of the that the contributions to this Dialogue to & Means, The modern corporation and & the In Meyer, Leixnering, The the form of business organization. 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