Corporate Ordering explains how modern corporations navigate social conflict when law is incomplete, politics are polarized, and shareholders disagree about corporate purpose. Drawing on original case studies from ridesharing, climate sustainability, and artificial intelligence companies, the book reveals the internal governance systems corporations use to set standards, justify decisions, and monitor their impact. Moving beyond the familiar debates between shareholder primacy and stakeholder capitalism, the book offers a clear framework for understanding how corporate power actually operates in practice. Written for scholars, practitioners, policymakers, and informed general readers, it provides a timely guide to corporate governance in a world where business decisions increasingly function as social policy.

‘Few people – corporate lawyers, entrepreneurs, or business leaders – understand the power of corporate form and governance. Professor Gadinis has done a remarkable job in explaining that power and why it needs to be channeled to prevent unintended consequences as we face the twin existential threats of AI and climate.’

Susan Mac Cormac - Partner, Morrison & Foerster

‘Drawing on his extensive research and deep knowledge of corporate theory and practice, Professor Stavros Gadinis reveals a new governance framework used by corporations facing social conflict and provides important insights into modern corporate decision-making and its relationship to, and the comparative benefits and costs of, public regulation of corporate behavior. A must-read for policymakers, regulators, investors, directors, managers, workers, and the broader public concerned about how to align corporate decision-making to reduce or eliminate public harm and social costs, especially in the face of the ‘move fast and break things’ philosophy adopted by the tech industry and so many others.’

Dave Jones - former CA Insurance Commissioner

‘Debate over ‘shareholder primacy’ versus ‘stakeholder capitalism’ is commonplace in legal circles but often ignores how corporations actually operate. In Corporate Ordering, Stavros Gadinis shows that when firms confront high-stakes social conflicts – from early auto safety to the development of climate-risk disclosure standards, rideshare insurance, and AI governance – they routinely build internal decision-making frameworks that impose private rules on millions of people and often function as first drafts of subsequent public regulation. More provocatively but still persuasively, Gadinis argues that modern fiduciary duties could and should be extended to require boards to adopt credible, transparent processes for making internal corporate policy on issues with significant societal impact. In an era of polarized and gridlocked democracies, Corporate Ordering offers a sober, institutionally grounded account of how corporate governance can support reasoned deliberation and incremental progress on some of our most vexing social challenges. Judges, in Professor Gadinis’s telling, have a critical role in ensuring this progress takes place. But all students of corporate law and public policy will find the book an illuminating and thought-provoking contribution to a contested area of corporate governance.’

Howell E. Jackson - James S. Reid, Jr., Professor of Law, Harvard Law School