For Whom Corporate Leaders Bargain
![handle is hein.journals/scal94 and id is 1531 raw text is: FOR WHOM CORPORATE LEADERS
BARGAIN
LUCIAN A. BEBCHUK,* KOBI KASTIE0t & ROBERTO TALLARITA$
ABSTRACT
At the center of a fundamental and heated debate about corporate
purpose, an increasingly influential view (which we refer to as
stakeholderism) advocates giving corporate leaders increased
discretionary power to serve all stakeholders and not just shareholders.
Supporters of stakeholderism argue that its application would address
growing concerns about the impact of corporations on society and the
* James Barr Ames Professor of Law, Economics, and Finance, and Director of the Program on
Corporate Governance, Harvard Law School; B.A. 1977, University of Haifa; LL.B 1979, University of
Tel Aviv; LL.M 1980, Harvard Law School; S.J.D. 1984, Harvard Law School; M.A. 1992, Harvard
University; Ph.D. 1993, Harvard University.
t Assistant Professor, Tel Aviv University Faculty of Law; Senior Research Fellow, Program on
Corporate Governance, Harvard Law School; B.A. 2005, Tel Aviv University; LL.B 2005, Tel Aviv
University; LL.M 2008, Harvard Law School; S.J.D. 2016, Harvard Law School.
$ Lecturer on Law, Terence M. Considine Senior Fellow in Law and Economics, and Associate
Director of the Program on Corporate Governance, Harvard Law School; J.D. 2003, Sapienza University
of Rome.
Presentation slides summarizing this Article's analysis are available at Lucian A. Bebchuk, Kobi
Kastiel & Roberto Tallarita, For Whom Corporate Leaders Bargain: Presentation Slides (July 7, 2021),
https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3881969 [https://perma.cc/U7ZT-4E9H]. We have
benefitted from discussions with and suggestions from many individuals including Bob Clark, Bob
Eccles, Alex Edmans, Chris Havasy, Leo Strine, Rend Stulz, and Andrew Tuch. We are also grateful for
the comments and questions of conference and workshop participants at Columbia Law School, Harvard
Law School, the Corporate Law Academic Webinar Series, the Stigler Center at the University of
Chicago, Oxford University, Northeastern University, and Tel Aviv University, the 2021 Global
Corporate Governance Colloquium, and the 2021 National Business Law Scholars Conference. We also
gratefully acknowledge the excellent research assistance of Maya Ashkenazi, Aaron Haefner, Tamar
Groswald Ozery, Zoe Piel, Tom Schifter, and Wanling Su. We are especially grateful to Roee Amir for
his invaluable and critical research assistance throughout our work on this Article. The Harvard Law
School Program on Corporate Governance and the John M. Olin Center for Law, Economics and Business
provided financial support.
This Article is part of the research project on stakeholder capitalism of the Harvard Law School
Program on Corporate Governance. Companion articles written as part of the project are: Lucian A.
Bebchuk & Roberto Tallarita, The Illusory Promise of Stakeholder Governance, 106 CORNELL L. REV.
91 (2020); Lucian A. Bebchuk & Roberto Tallarita, Will Corporations Deliver Value to All Stakeholders?,
75 VAND. L. REV. (forthcoming May 2022), https://papers.ssm.com/sol3/papers.cfm?abstract_id=3899
421 [https://perma.cc/H6NC-J82B].
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