Introduction; Part I. The Law: 1. The Battle of River Rouge; 2. Fireplug Funding For Princeton; 3. Why Didn't the Cubs Have to Play Night Baseball? 4. Defending Dodge; 5. To Make Stakeholder Capitalism the Rule, You Would Have to Change Most of Corporate Law; 6. What About the Benefit Corporation? Part II. The Merits: 7. Possible Merits of the Business Roundtable's Embrace of Stakeholder Capitalism; 8. Was There a Business Case for the Business Roundtable's Embrace of Stakeholder Capitalism? 9. Why did the Business Roundtable CEOs Shift Their Position?10. Why the Business Roundtable CEOs Should Have Stayed the Course; Conclusion.
The Profit Motive offers a legal and economic defense of shareholder capitalism against proponents of corporate social responsibility.
Stephen M. Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law.
'The Profit Motive is both a brilliant defense of the principle at
the heart of capitalist prosperity and a clinical demolition of
'stakeholder' theory. A true master of his craft, Bainbridge not
only knows everything worth knowing about his subject but expresses
it with vigor, grace and, a wry sense of humor. A must-read for
anybody who wants to understand what makes corporations thrive--and
how to preserve them from death by good intentions.' Adrian
Wooldridge, Bloomberg Opinion
'Professor Bainbridge has authored an extraordinary book. It
is both superb scholarly and yet at the same time highly accessible
to the non-lawyer. This is a must read both for corporate law
scholars and, more importantly, the public company director
community.' Charles M. Elson, University of Delaware
'Professor Bainbridge brings his unsurpassed expertise and
scholarship around corporate governance to the discussion of ESG
and stakeholder capitalism, convincingly arguing that the notion of
business extending its focus beyond shareholders has no basis in
the law, provides no actionable guidance to corporate directors,
and ultimately yields no benefit to society.' Marc Hodak, Farient
Advisors
'Should directors of business corporations seek to maximize value
for the corporation's shareholders, or should they make business
decisions with a view to benefiting all corporate stakeholders?
Professor Bainbridge's conclusions are thunderingly unequivocal:
shareholder value maximization is both what the law requires and
what the law ought to require; in the long run, it produces the
best outcomes for shareholders and other constituencies and is the
system appropriate for a democratic society. Everyone interested in
what is happening in corporate America today - and how it could
affect them, economically and otherwise - should read this book.'
Robert T. Miller, University of Iowa College of Law
'… having put a stake through the heart of stakeholder capitalism,
Bainbridge provides a powerful moral rationale for shareholder
primacy … Samuel Gregg, Law & Liberty
'Bainbridge has provided an enthusiastic and well-reasoned defense
of shareholder wealth maximization …' Michael Woronoff, Commentary
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