The post-2010 academic debate has been organized around several distinct positions, each with a recognized lead author. Lynn Stout's The Shareholder Value Myth (2012) argues that the legal proposition that managers must maximize shareholder value is doctrinally false outside the Revlon setting; her affirmative account, developed with Margaret Blair, is the team-production theory in which the board mediates among multiple specific-asset-contributing constituencies.21 Colin Mayer's Prosperity: Better Business Makes the Greater Good (Oxford 2018) recasts the corporation as an institution organized around producing “profitable solutions to problems of people and planet” and not as a vehicle for profiting from problems.22 Oliver Hart and Luigi Zingales offer a cleaner formal alternative: companies should maximize shareholder welfare — what shareholders actually value, including their non-pecuniary preferences — rather than shareholder market value.23 Alex Edmans's Grow the Pie (Cambridge 2020) argues that high-purpose strategies expand long-term firm value rather than trading it off against social goods, on substantial empirical evidence.24
A prominent critique of stakeholder governance as a fiduciary-law project comes from Lucian Bebchuk and Roberto Tallarita, in two articles published in major U.S. law reviews. In The Illusory Promise of Stakeholder Governance, the authors argue that “stakeholderism is . . . an inadequate and substantially counterproductive approach to addressing the interests of stakeholders.”25 Their reasoning has two components: (i) corporate leaders have little incentive to favor stakeholders at the expense of shareholders, because they are accountable to shareholders through governance and compensation arrangements; and (ii) the rhetorical adoption of stakeholderism without binding mechanisms reduces, rather than enhances, accountability and tends to support managerial insulation. Their companion piece, Will Corporations Deliver Value to All Stakeholders?, presents the follow-through audit reproduced in Section 9.26
Stephen Bainbridge's three-decade director-primacy line provides the principal doctrinal counter-position to stakeholderism. His position has three operative components: (i) director primacy on the means question — corporate law vests decision-making authority in the board, not in shareholders directly and not in managers; (ii) shareholder wealth maximization on the ends question — the board's fiduciary duty runs to the corporation and its stockholders as residual claimants; and (iii) the business judgment rule as judicial abstention — courts ordinarily should not second-guess informed, disinterested board decisions absent accountability concerns. Bainbridge's The Profit Motive: Defending Shareholder Value Maximization (Cambridge 2023) is the book-length defense of the second component. The Delaware Supreme Court's December 19, 2025 disposition in In re Tesla, Inc. Derivative Litig., No. 534, 2024, 2025 WL 3689114 (Del. Dec. 19, 2025) (per curiam, en banc) — reversing the Court of Chancery's rescission of Elon Musk's 2018 Tesla compensation plan, awarding $1 in nominal damages, and vacating the $345 million fee award and holding that plaintiff’s counsel are entitled, on quantum meruit, to their lodestar times a four-times multiplier, with any dispute over the resulting figure remitted to the Court of Chancery — is consistent with this director-primacy / business-judgment posture: the Supreme Court took the narrow path of rescission-as-improper-remedy rather than reaching the entire-fairness or ratification questions left open by Tornetta. The Court fixed no dollar amount; the $54.5 million figure that circulated after the ruling was the cap defendants proposed, not a court-set award. Stakeholder considerations remain doctrinally instrumental even at the apex of controller-conflict litigation.27
Leo Strine's contribution — written from his seat as Chancellor of the Delaware Court of Chancery (he later served as Chief Justice of the Delaware Supreme Court, Feb. 2014–Oct. 2019) — is an influential realist statement of the operative Delaware rule. In Our Continuing Struggle with the Idea That For-Profit Corporations Seek Profit, Strine writes that the structural fact of for-profit incorporation should be taken seriously: directors of an ordinary Delaware for-profit corporation must “manage with stockholder welfare as their sole end,” while remaining free to consider stakeholder interests “as a means of promoting stockholder welfare.”28 The implication is institutional: if society wants corporations to internalize externalities, that work must be done by regulation, taxation, and antitrust, not by hoping for voluntary fiduciary self-restraint.