CSR and ‘Best Interests of the Corporation’: New Purpose for Corporations and Managers? A Comparative View from North American and European Corporate Law

Abstract

Even though there is neither case law nor policy negating the concept of the maximisation of shareholders' profits, the ‘schizophrenia’ of the legal conception of the corporation (Allen 1992), and the incertitude that stems from this, justify a new definition of the ‘best interests of the corporation’. Doubt is accentuated by the statutes of American companies, called non-shareholder constituency statutes, which refer to ‘best interests’ in the assessment of corporation director duties. Indeed, nearly half of U.S. states have adopted ‘constituency statutes’ which allow the board of directors to take into account the interests of non-shareholders when making decisions (Mitchell, 1992; Orts, 1992).⁷

Citation

Tchotourian, I. (2011), "CSR and ‘Best Interests of the Corporation’: New Purpose for Corporations and Managers? A Comparative View from North American and European Corporate Law", Sun, W., Louche, C. and Pérez, R. (Ed.) Finance and Sustainability: Towards a New Paradigm? A Post-Crisis Agenda (Critical Studies on Corporate Responsibility, Governance and Sustainability, Vol. 2), Emerald Group Publishing Limited, Leeds, pp. 63-81. https://doi.org/10.1108/S2043-9059(2011)0000002010