Law and Economics of Corporate Governance: Shareholders, Stakeholders, and Beyond

This book aims to analyse the principles and merits of CSR and ESG approaches using a law and economics perspective. The traditional law and economics view of corporate governance emphasises profit-maximisation and a shareholder-oriented approach. This perspective, famously endorsed by Milton Friedman, suggests that a business's sole social responsibility is to maximise profits within legal boundaries. Consequently, mainstream corporate governance scholarship has focused on structuring and regulating business organisations to achieve efficiency and minimise agency costs arising from diverging interests and asymmetric information among managers, shareholders, and creditors. However, recent decades have seen increased attention to the role and interests of other corporate stakeholders, such as employees, consumers, and communities. This shift includes the concept of corporate social responsibility (CSR), which addresses ethics-based issues like working conditions, human rights, fair competition, and environmental protection. While CSR has often been a form of self-regulation, regulatory schemes now support and incentivise this practice, promoting stakeholderism to enhance corporate reputation and profitability while ensuring social accountability. More recently, the focus on business sustainability has intensified under the banner of environmental, social, and governance (ESG) criteria. ESG considerations are now central in the corporate world, influencing ratings, investment decisions, and corporate strategies. Despite support from some scholars and institutions, critics argue that CSR and ESG may fail to benefit stakeholders and could impose high costs on businesses and the economy. Additionally, there are concerns about whether board members and managers are properly incentivised to protect stakeholder interests, as CSR and ESG can sometimes be used to avoid regulation or advance private interests.