Purpose of a Corporation · Section 8

Section 7 of 9

Two theories side by side

Long-form source as of MAY 28, 2026

The literature debate resolves into two ideal-typical positions. Real authors sit along a spectrum rather than at either pole; the comparison below isolates the poles.

Figure 5

The two leading theories of corporate purpose, on the page.
Pole A Shareholder primacy Pole B Stakeholderism / pluralism Doctrinal anchor Dodge v. Ford (Mich. 1919); Revlon (Del. 1986); eBay v. Newmark (Del. Ch. 2010). Pennsylvania constituency statute, 15 Pa. Cons. Stat. § 1715 (1990); 8 Del. C. §§ 362, 365 (PBC, 2013). Leading academic voice Bainbridge, The Profit Motive (Cambridge 2023); Bebchuk & Tallarita, Illusory Promise (2020). Stout, Shareholder Value Myth (2012); Mayer, Prosperity (Oxford 2018); Hart & Zingales (2017). Empirical defender Bebchuk & Tallarita, Will Corporations Deliver Value 75 Vand. L. Rev. 1031 (2022). Edmans, Grow the Pie (Cambridge 2020) — ESV, not pluralistic (see fn. 24); Eccles & Serafeim ESG-firm-value lit. Institutional BRT 1997; ALI Principles § 2.01. BRT 2019; B Lab benefit-corp model.

Cell-by-cell sources are footnoted in the corresponding section above. The four-row comparison isolates analytic poles for pedagogical clarity; real authors typically occupy intermediate positions (e.g., Strine on Pole A doctrinally but emphasizing external regulation; Edmans, although placed on Pole B above for the empirical-literature dimension, is explicit in his book that his framework is an enlightened-shareholder-value position, not a pluralistic-stakeholder fiduciary regime — see footnote 24).

Section 9Empirical reality check — Business Roundtable 2019 follow-through

2020 audit · 2022 publication

Bebchuk and Tallarita's empirical audit of the Business Roundtable 2019 Statement is among the widely cited corporate-purpose empirical studies of the post-2020 period.26 The authors hand-collected data on the universe of companies whose CEOs signed the August 2019 Statement — 184 signatories (181 initial Aug. 19, 2019 + 3 added by Dec. 17, 2019) — and ran three separate follow-through checks. The figures reported in Figure 4 below are reproduced from the published article and the authors' companion Harvard Forum posts (Aug. 12 and Aug. 18, 2020).

Figure 4

Business Roundtable 2019 Statement: rhetoric versus follow-through.
184 CEOs signed (181 Aug. 2019 · 184 by Dec. 17, 2019) 1 / 48 Decision approved by board (of 48 responding signatories) 47 / 48 CEO approval w/o board (of 48 responding) 10 / 20 Guidelines amended (BRT Board Sample); of those 10, only 1 added stakeholder language 0 Reincorporations as public benefit corporation Source: Bebchuk & Tallarita, Illusory Promise of Stakeholder Governance, 106 Cornell L. Rev. 91, 116–26 (2020); Harv. L. Sch. F. on Corp. Governance posts (Aug. 12, 18, 2020).

The three sub-findings, reported by Bebchuk and Tallarita: (i) Of 184 signatories (181 initial Aug. 19, 2019 + 3 added by Dec. 17, 2019), 173 were contacted by the authors; 48 of those 173 responded substantively (a response rate of approximately 28%). Of the 48 responding companies, 47 reported that the BRT-joining decision was made by the CEO alone and only 1 reported board approval — i.e., approximately 98% of the responding signatories had no board approval. (ii) On a separate 20-company “BRT Board Sample” constructed for the corporate-governance-guidelines review, 10 of the 20 amended their governance guidelines after the Statement; 9 of those 10 made no changes to their corporate-purpose formulation; only 1 (S&P Global) added stakeholder-related language, and even that addition framed the consideration of stakeholders as a means of advancing shareholder interests rather than as an independent fiduciary end. The remaining 10 of 20 did not amend at all. Several BRT signatories (e.g., Boeing, Marriott International, Walmart) had pre-existing stakeholder language in their guidelines that pre-dated the Statement; Stryker is among the companies that left its existing shareholder-primacy text unchanged (“serve the best interests of the Company and its shareholders”). (iii) None of the 184 signatories had — as of the audit cut-off — reincorporated as a public benefit corporation, the only legal form that requires the kind of multi-stakeholder balancing the Statement endorsed.

The audit's analytic significance is institutional, not motivational: the institutional commitments — board approval, governance-document amendment, corporate-form change — that would constitute legally binding follow-through were largely not made. Through the Bebchuk-Tallarita audit cut-off, no Business Roundtable 2019 signatory had reincorporated as a public benefit corporation.33

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