In May 2020, Derek Chauvin, a white Minneapolis police officer murdered George Floyd, a Black man, by placing his knees on Floyd’s neck even as Floyd begged for his life. Chauvin kept his knees on Floyd’s neck even after Floyd had stopped moving and speaking, ensuring that life had left him.
There was immediate outcry and calls for accountability after the video of the murder was released to the public. Protests erupted in at least 140 cities across the United States.1 By some estimates, about 15 to 26 million people in the United States participated in demonstrations.2 Protests spread internationally to Africa, Asia, Europe, and the Middle East.3 The protests and aftermath of Floyd’s murder ignited responses from institutions within and outside of the criminal justice system, including corporations.
Corporations play an important role in shaping many people’s lives through things like employment, environmental impacts, and philanthropy. It is therefore not surprising that corporations also attempted to be a part of the societal change for which Floyd’s murder appeared to have served as a catalyst.
Like thousands of other corporations, Amazon.com (Amazon) and Walmart Inc. (Walmart), the two largest private, multinational corporations in the world with approximately 3.6 million employees combined, quickly responded to Floyd’s murder with public statements on their websites, social media, and in voluntary sustainability reports made available to the public. Among other things, Amazon said, “Black lives matter and Amazon stands in solidarity with [its] Black employees, customers, and partners … and [is] committed to helping build a country where everyone can live with dignity.”4 Walmart said it wanted “to help replace the structures of systemic racism and build in their place frameworks of equity and justice that solidify [its] commitment to the belief that, without question, Black Lives Matter.”5
These corporate words seemed like they mattered. It seemed like corporations were beginning to reckon with racial injustice. A corporate chief diversity officer (CDO) I interviewed for this book told me that 2020 was a time of “awakening” in that it established an attentive audience “inside of the employee base from executives all the way on down.”
However, in 2021, about a year after Amazon and Walmart expressed solidarity with their Black employees and communities, and declared aspirations toward addressing racial injustice, investors asked both companies to take active steps toward addressing racial inequality by conducting “racial equity audits.” Among other concerns, investors pointed out apparent barriers to advancement for people of color in these corporations, even though both firms had declared their intent to dismantle such barriers. A racial equity audit is an independent analysis designed to identify whether a company’s policies or practices have discriminatory effects on customers, suppliers, employees, and other stakeholders.6
At Amazon, for example, shareholders raised the issue of discrimination against the company’s Black and Latino workers as evidenced by the low wages of both groups and their exposure to dangerous working conditions. The claims also emphasized that Amazon’s low-wage Black employees received worse evaluations and were promoted at lower rates than others who were not Black.7 There were also environmental justice concerns, including disproportionate air pollution from distribution facilities located in minority neighborhoods, and the disproportionate impact of Amazon’s technology on people and communities of color.8 Amazon’s shareholders pointed out that these allegations were significant, posed serious risks, and raised questions regarding the company’s actual commitment to, and alignment in practice with, its prior public statements.9 To many, a racial equity audit seemed like a natural next step toward uncovering racial inequality and achieving racial progress.
Instead of taking this step, however, Amazon and Walmart took active steps to quelch their shareholders’ respective audit requests by using the companies’ previous statements about addressing racial inequality as evidence that they had indeed addressed the issue. The result was that both companies continued with business as usual, and the advancement concerns within both companies remained. While Amazon’s workforce was majority minority in 2024 with only 30.2% white employees, 28.2% Black employees and 23.6% Latino employees, among its leadership ranks specifically, 66.6% were white, while only 5.5% were Black and 4.5% were Latino. Also, although Amazon continued to make public statements about race in 2024, in response to conservative backlash, the corporation eliminated its previous references to more specific terms like “racial justice” and “equity.” Like Amazon, among other changes, Walmart chose to eliminate its Center for Racial Equity, a philanthropic program focused on creating equitable outcomes for Black communities and others in finance, health, education, and criminal justice.10
Disclosureland is about how corporate public statements constrain racial progress. Legal scholar Catharine MacKinnon wrote in her book Only Words, that “inequality is created and enforced through words and images.”11 This is true of corporate words too. Disclosure is the process of making facts or information known to the public. Disclosureland is a metaphor for a time and place where and when corporate shareholders and stakeholders – employees, customers, and others – expect companies to act and speak up and often about their values and their position on various social justice issues. In their efforts to meet this expectation on their own financial terms rather than in the interest of minority advancement, however, corporations make and use disclosures in ways that constrain the boundaries of racial progress. Indeed, the very parameters of how we define and think about racial progress is delimited by corporate communication.
Since 2020, large multinational companies have used voluntary disclosures – public statements about race and people of color – strategically for reputational and financial gain by indicating concern for addressing racial inequality, while at the same time constraining true racial progress. Corporations constrain racial progress through their words by not making disclosures about past racial inequality, using prior disclosures as evidence of racial progress, and engaging in what I refer to as “race-conscious retraction,” which is the modification or elimination of language about race. The book proposes an innovative multi-institutional approach calling on a future federal government to assume the role of information enforcer and facilitator for stakeholders to hold corporations accountable for their use of disclosures about race.
Disclosureland does not argue that voluntary disclosures about race are bad, nor does it argue for mandatory disclosures. In my own work, I have been a proponent of using mandatory disclosures to achieve corporate diversity.12 The book argues that corporations’ voluntary disclosures, as currently used, largely benefit companies while constraining true racial progress, and this should be remedied. While there are varied definitions of racial progress, the book defines true racial progress as taking steps to facilitate advancement for the next generation of minority communities by breaking cycles of racial subordination. A multi-institutional approach to regulation, facilitated by the federal government, is a crucial part of the steps necessary to facilitate true racial progress.
The events of 2020 shifted public and institutional expectations about responding to racial inequality as corporate responses happened alongside the environmental, social and governance (ESG) movement.13 Prior to 2020, the minimal focus on ESG centered climate change and the environment.14 Afterward, ESG rose to the center of national and global dialogue on corporate governance, management, and investments.15 Climate and the environment have become a central part of public discourse, and race took a considerable place in that dialogue as a large part of the “S” in ESG.16
In 2020, corporations began to use very particular types and combinations of words, which I refer to as “race-conscious disclosures,” to shape their public images and create favorable reputations. This process involved the systematic disclosure of information that evokes attention to addressing institutional racism and racial inequality in response to pressure from shareholders, as well as stakeholders like employees, prospective employees, consumers, and the public. Image refers to how a company is perceived or viewed by shareholders, stakeholders and the public.17 It is essentially what shareholders and stakeholders think about a company, based in large part on the messages the company itself disseminates. Broadly speaking, companies engaged in race-conscious disclosures to build their corporate reputation. Corporate reputation refers to judgements made about a firm,18 often rooted in impressions of the firm’s image.19 A company can subsequently convert its reputation to reputational capital, or intangible assets based on value attributed to the perception of the firm as, in the case of companies between 2020 and 2024, a race-conscious domestic and global corporate citizen.20 A good reputation enhances profitability because it attracts customers who purchase products, investors who invest in securities, and employees who supply labor.21 It also attracts favorable media attention, which can further enhance a company’s reputational capital.
Companies make race-conscious disclosures using a variety of methods, including via company websites, consumer communication through emails and other means, investor communication through earnings and conference calls, and through press releases. Companies also make disclosures through more formal methods, such as voluntary sustainability and diversity reports, and mandatory United States Securities and Exchange Commission (SEC) reports produced annually or a few times a year and made available to the public.
The book focuses on these formal means of disclosures through which corporations made: (1) general statements about the need to address institutional racial inequality; (2) statistics about past or current racial compositions of boards of directors, executives, managers, and employees; (3) “racial targets,” or plans to hire, retain, or promote people of color by a certain time; and (4) statements regarding philanthropy, including “corporate racial philanthropy,” or business-transaction-focused philanthropy with minority groups.
Many companies that prior to 2020 focused almost exclusively on making public statements about gender and LGBTQIA+ status, and only occasional vague statements about discrimination against racial minorities, changed course almost overnight after the murder of George Floyd, doubling down on race-conscious disclosures in large volumes. Disclosures about race before 2020 were often devoid of the language of racial inequality and injustice. Companies often lumped race with other identity factors and rarely specified what strategies they intended to take to address racial inequality. After 2020, disclosures became more frequent, more expansive in terms of detail, and more ambitious in terms of corporate goals.
Take Amazon again. Prior to 2020, the company made some general statements about diversity, often including cursory statements about race. In 2019, Amazon’s diversity, equity, and inclusion (DEI) statement on its website noted that “its diverse perspectives come from many sources including gender, race, age, national origin, sexual orientation, culture … as well as professional and life experience.”22 In its 2020 sustainability report published after Floyd was murdered, the company changed course and began to make impassioned public race-conscious disclosures, particularly about Black communities.23 The company also made race-conscious disclosures highlighting the percentages of racial and ethnic minorities among its employees and managers, and for the first time, pledged to donate a large sum to address racial inequality.24 The company did not stop there. It also set a goal to increase the hiring of US Black employees by at least 30 percent from 2020 hiring.25 Amazon’s race-conscious disclosures continued into 2021, 2022, 2023, and 2024. But by 2025, Amazon had reverted back to what it used to disclose prior to 2020 by lumping disclosures about Black people into statements about a range of issues including diversity of geographies, cultures, genders, races, ethnicities, abilities, ages, religions, sexual orientations, military status, backgrounds, and political views.26
Thousands of other companies have made similar moves, including privately held companies that are not listed on stock exchanges and do not have shareholders, but are owned by wealthy individuals or families. A wide cross-section of companies – large, medium, and small – have joined in this phenomenon. The making and pulling back on race-conscious disclosures also defies sector boundaries. One might expect consumer-facing companies in banking and retail to engage in race-conscious disclosures and retraction, but private and public multinational companies in all sectors have made race-conscious disclosures and retractions. Only a tiny subset – fifty-six public companies or 3 percent of the over 2,000 companies I examined – did not made any race-conscious disclosures between 2020 and 2024. These companies are significantly more likely to be small – 95 percent of them have revenues ranging from about $1 million to $3 billion. Only one is a large company with revenues of about $12 billion, and only two are medium-sized companies with revenues of about $3 billion. With a few exceptions, most of these companies are headquartered in conservative states, like Arizona, Texas, and Virginia. These are some of the same states whose attorneys general have publicly opposed racial justice measures taken by corporations and the federal government.27 It is no surprise then that these companies ignored reputational concerns from stakeholders and peer legitimacy even as many other companies in their industries made race-conscious disclosures and instead focused on their reputations as determined by political branches in those conservative states. There are some exceptions in the Northeast, including in Connecticut and New York. Despite being listed on Nasdaq or the New York Stock Exchange, these smaller companies with small workforces probably felt less pressure to create a race-conscious reputation. They have also not engaged in the retraction of race-conscious disclosures – a phenomenon I discuss in Chapter 5 – because they did not make disclosures in the first place. However, it is possible that they too will make race-conscious disclosures in a future cycle of disclosures as the book predicts.
The world of race-conscious corporate disclosures and retractions may not be something the average citizen thinks about, but it is a phenomenon that touches the lives of millions of individuals and businesses and has hugely significant implications for the economy. Corporate words impact employees, potential employees, consumers, shareholders, the government, and communities of color.
Corporate Reputation and Financial Interests
In her book, Cannibal Capitalism: How Our System Is Devouring Democracy, Care, and the Planet – and What We Can Do about It, political theorist Nancy Fraser presents capitalism as a system that devours the very foundations that she defines as life sustaining – care, democracy, and the environment.28 Fraser views corporations as central actors in this capitalist system – using labor, nature, democracy, and care work – to sustain and expand corporate power and profits, while contributing to the broader crises of inequality, environmental degradation, and political corruption.
Disclosureland takes a much more granular approach by examining how corporations’ dueling words and images impact racial progress. It takes as a premise that corporations would attempt to do or say something to advance racial equity, but only insofar as it aligns with their financial interests. The book documents a back-and-forth dialectic that shows that between 2020 and 2024, corporations were motivated to use race-conscious disclosures to construct race-conscious images primarily for their own financial gain and have been motivated since 2024 to engage in race-conscious retraction also for financial gain.
This back-and-forth dialectic functioned through the lens of corporate reputation. Corporate reputation – which manifests in various forms, including shareholder goodwill, positive evaluations, and appearance of relationship with advocacy groups – is largely effected through, and significantly impacted by, corporate image construction. Race-conscious image construction intensified among corporations in 2020, fueled by the desire for legitimacy, not only with investors, employees, and target consumers but also among peers. Corporate responses to George Floyd’s murder proliferated, as no company wanted to be “left out,” making the situation spread – a phenomenon sociologists refer to as “institutional isomorphism.”29 Race-conscious image construction was ultimately about corporate image and corporate reputation.
The driver of corporate financial gain operating primarily through corporate reputation diverges from previous potential motivations for engaging in race- or diversity-based activities. Before 2020, race and other forms of diversity measures were driven primarily by legal and compliance concerns as corporate responses tended to focus on conveying legality and compliance with antidiscrimination laws. For example, as documented by sociologist Ellen Berrey in The Enigma of Diversity: The Language of Race and the Limits of Racial Justice, a corporation managed its diversity programs and policies primarily in order to comply with law and industry standards, and to be perceived as a diverse firm.30 In Working Law: Courts, Corporations, and Symbolic Civil Rights, legal scholar and sociologist Lauren Edelman documented the signaling effects of corporate diversity structures such as policies, grievance resolution mechanisms, and compliance positions, as evidence of compliance with antidiscrimination laws, and the role of courts in deferring to the presence of symbolic structures while companies continued to maintain practices that perpetuated racial and gender inequalities.31 Similarly, in 2009, corporate diversity programs appeared to have been driven by legal pressures, as sociologist Frank Dobbin showed through his examination of the role of diversity managers in interpreting antidiscrimination laws in Inventing Equal Opportunity.32
Since 2020, corporations have responded to the social and political environments external to them by using race-conscious disclosures primarily to manage their litigation and reputational risks that emanate from shareholders, employees, prospective employees, customers, lawmakers, government agents, and the public. The motivations have therefore expanded beyond legal compliance to include building reputational capital and managing the risk of litigation that may arise from complying with the law, failing to comply with the law, responding to, and failing to respond to internal and external social and political pressures from stakeholders and the public to address racial inequality.
But while some of the changes since 2020 are unprecedented, others have at least historical parallels, for example, from the early 1960s to the late 1980s, when some companies used race-conscious disclosures motivated by similar concerns as companies making race-conscious disclosures today. President John F. Kennedy signed Executive Order 10925 in 1961. The Executive Order, which was affirmed by every president since Lyndon Johnson, was nullified by Trump in 2025. This mandated companies doing business with the United States government to take “affirmative action to ensure that applicants are employed, and that employees are treated … without regard to their race, creed, color, or national origin.”33 The government sought cooperation from large companies as the corporations came up with the “Plans for Progress” program, in which companies made public pledges to provide equal employment opportunity to Black people.34
In joining the Plans for Progress program, isomorphism was at work as companies followed a similar pattern.35 In consultation with a representative of the President’s Committee on Equal Employment Opportunity, a company would work out a plan with goals for desegregation, nondiscrimination, training, recruitment, and hiring Black individuals.36 The vice president of the United States and the company’s officer or representative would then sign that plan in the presence of the president of the United States in a public ceremony that was covered by national, state, local, and company press.37 This high-profile signing and media dissemination in the pre-digital age allowed companies to establish a public image about their roles in ending racial segregation and racial discrimination and creating equal employment opportunity for people of color.38 Many companies participated in the Plans for Progress program not because they were committed to advancing the racial and economic progress of Black people, but because the companies hoped that doing so would build goodwill in Black communities – an important customer base – and prevent boycotts and riots from impacting their businesses.39
Racial Progress
Racial progress is material change in the lives of people of color that is likely to break cycles of subordination. In the employment context, racial progress is not only about hiring people of color to occupy mostly lower-level positions but should also incorporate pay equity, and opportunities to move up the proverbial corporate ladder, giving people agency and decision-making authority. In the philanthropic context, racial progress should not just be about financially supporting causes that involve racial and ethnic minorities but should also be about giving people of color the agency to define what those causes should be.
Corporations have used their words to constrain racial progress by defining what racial progress is instead of what it could be when it centers the experiences of people of color. Corporations set racial targets for racial minority employment based on the broad definition of hiring and promotions, rather than the categorical assessment of employment at various levels in the past to determine where they have fallen short regarding hiring and compensation, and prioritizing elevating minorities to positions with decision-making power. Corporations have delimited what racial progress means in terms of philanthropy by using business transactions as the basis for racial philanthropy, and prioritizing philanthropy that benefits corporations’ financial standing.
Often, people think of corporate words as “cheap talk.” But the two specific instances of making racial targets and disclosing corporate racial philanthropy could have helped the good faith corporate actor solve the credibility problem because both instances specify what corporations intended to do. However, even racial targets and racial philanthropy did not separate good faith corporate actors from others because virtually all corporations have used their words to shift societal understanding of what racial progress is and what it requires, away from what it should be and what it should require, which diminishes pressure on corporations to achieve true racial progress.
Constraining Racial Progress
Corporations have constrained racial progress with their words in a number of ways. One way is by making disclosures that failed to or vaguely acknowledged past racial discrimination or inequality within a corporation. Another way is by actively deploying race-conscious disclosures to subvert racial equity concerns raised by stakeholders. A third way is through race-conscious retraction.
Only a tiny fraction of corporations have acknowledged past racial discrimination in their public statements. Some corporations have deployed disclosures to subvert racial equity concerns, hundreds of corporations have engaged in race-conscious retraction, and many more will likely do so in the future.
Lack of Acknowledgement of Past Racial Inequality
While there have been some high-profile public acknowledgements of brand names and images with racist pasts, like Aunt Jemima, Uncle Ben’s, Mrs. Butterworth’s, Cream of Wheat, and the NFL’s Washington Redskins, most corporations have made race-conscious disclosures without acknowledging the racial inequalities that are the basis for those disclosures.40 This constrains racial progress because race-conscious disclosures without a recognition of corporate contributions to racial inequality in the past are unlikely to fully address racial progress. If people are not aware of what companies have done in the distant and immediate past, they will not be able to evaluate whether the steps those companies now want to take toward achieving racial progress are likely to succeed, or, indeed, whether those companies are even genuinely interested in doing so. Without an acknowledgment of past racial inequality, race-conscious disclosures might also appear to favor people of color in corporations, because attention to racial minorities through corporate words would seem to have no basis in history or facts. Much conservative pushback on race-conscious disclosures could potentially be tapered by real acknowledgements of past racial inequality in individual corporations.
Deploying Disclosures to Challenge Racial Equity Concerns
Was the post-2020 boom in race-conscious disclosures good or bad for people of color and addressing societal racial inequality? At first glance, race-conscious disclosures seemed extremely positive. Companies that had been relatively silent on race for decades seemed to have finally reckoned with the problem and seemed willing to address it.
There are some potential benefits of race-conscious disclosures. Disclosures can reveal the lack of racial diversity in a company, can be used instrumentally to increase diversity,41 can result in the hiring and promotion of people of color in companies,42 and can arguably advance opportunities for communities of color through race-conscious philanthropy.43 In Challenging Boardroom Homogeneity, legal scholar Aaron Dhir empirically demonstrated that corporate disclosures have helped to increase gender diversity in corporate boardrooms,44 thus suggesting similar benefits could accrue from race-conscious disclosures.
However, race-conscious disclosures and race-conscious retraction are totally subject to corporate whim and do not seem to be designed to achieve true racial progress. Their use (or nonuse) by companies is completely determined by what will most benefit the company in a given moment, not the potential achievement of any positive external results. The problem of their being designed and employed to further corporations’ own financial gain rather than actual societal benefit prevented disclosures from achieving racial progress.
Some corporations confronted with allegations of discrimination or other forms of racial injustice have used their words to evade accountability and limit corporate responsibility.
In 1962, during the civil rights movement, the Kansas Commission on Civil Rights requested a breakdown of General Motors’s entire workforce in its Kansas operations to document and substantiate the National Association for the Advancement of Colored People (NAACP)’s claim of discrimination in its Kansas City plants.45 General Motors was concerned about its reputation so it used its membership as a “Plans for Progress” company – that is, a company that participated in the Plans for Progress program – “as grounds for refusing to disclose information.”46 From the NAACP’s perspective, General Motors only used its Plans for Progress participation as a coverup for egregious discrimination.47
Recall that in 2021, as Amazon declared its commitment to addressing racism within and outside of its firm, its shareholders requested it conduct a racial equity audit as an important first step. Instead of complying with this request, however, Amazon attempted to use its race-conscious disclosures as evidence that it was already addressing racial inequality and should therefore not have to comply with the request. Through what is called a “no-action letter” request Amazon first requested that the SEC excuse it from legal action if the company chose to exclude the shareholders’ allegations from a shareholder meeting that would have allowed other shareholders to vote for or against the equity audit. A no-action letter request essentially asks that the SEC not act against the corporation if the corporation excludes a shareholder proposal from shareholder votes. When the SEC rejected Amazon’s request, Amazon had to include the proposal in its proxy statement – a document that a corporation sends to all its shareholders with information on shareholder proposals that are up for votes. Shareholders can vote during shareholders’ annual meetings or by proxy, which is like voting by absentee ballot. In its proxy statement, Amazon’s board of directors asked shareholders to vote against Amazon conducting the racial equity audit. The statement read like any of Amazon’s other race-conscious disclosures.
We have initiated numerous programs to assess and address racial justice considerations across key aspects of our operations that we believe fully address the objectives of this proposal.
In 2020, we set and achieved a goal to double the number of Black directors and vice presidents at the Company, and we are committed to doubling representation again in 2021. We also have a goal to increase the hiring of Black mid-level employees by 30% in 2021.
Amazon publicly declared that its race-conscious disclosures – including those quoted above as well as its “funding historically Black colleges and universities, running leadership programs for underrepresented minorities and channeling tens of millions of dollars to help close the racial wealth divide” – should excuse it from completing a racial equity audit to discover whether its products and policies discriminate against people of color.48 As discussed further in Chapter 2, Amazon ended up agreeing to conduct only a limited audit of its low-wage workers.
Amazon is by no means unique. At least fifty companies have used their constructed race-conscious images to suppress concerns raised in hundreds of shareholder proposals and other informal settings requesting steps to address racial inequality by submitting no-action letter requests to the SEC, asking shareholders to vote against proposals, or using other means to state that their race-conscious disclosures should excuse them from completing racial equity audits.49 And because of the systematic way in which race-conscious disclosures were deployed between 2020 and 2024, many more companies were poised to use their own constructed public images in this way.50 This specious application of race-conscious disclosures is another mechanism by which companies use disclosures to constrain racial progress.
Race-Conscious Retraction
In 2022, conservative groups began to respond to race-conscious disclosures by bringing litigation or threatening to sue companies that engage in DEI efforts, which is often used synonymously with efforts related to addressing racial inequality. DEI-related programs and policies, conservative groups argued, violate the equal protection clause of the Fourteenth Amendment, Section 1981 of the Civil Rights Act of 1866, and/or Title VII of the Civil Rights Act of 1964. Their citation of the former clause, in particular, is noteworthy, as it has been used primarily by minorities alleging racial discrimination in employment contracts for more than a century.51 The 2023 United States Supreme Court’s decision in Students for Fair Admissions v. Harvard, which invalidated the use of race in the different context of college and university admissions, further fueled conservative efforts and media attention to race. In the years since the decision, the media has raised public awareness of conservative attempts to push back on corporate efforts to address racial inequality in disclosures and corporate programs and policies.
In response, companies have embraced two forms of race-conscious retraction. The first is “partial race-conscious retraction,” which involves the replacement of the language of racial inequality and racial injustice with mundane language like inclusion and belonging, and making disclosures about people of color without noting how racial discrimination and injustices have impacted them. The second form is “complete race-conscious retraction,” which involves the total erasure of previously made race-conscious disclosures. Complete race-conscious retraction would revert some companies to their pre-2020 disclosure regime, when companies tended to lump race with other forms of “diversity,” or did not mention anything related to race in their disclosures. Corporate counsel have been the major proponents of race-conscious retraction in an attempt to shield companies from litigation, or the possibility of being targeted by the Trump administration.
The obvious problem is that it is unlikely that a company would address a social problem it does not name, because the incentives to address it would be limited, and the actors who would need to address it would lack important guidance. This applies also to corporations who engage in race-conscious retraction but claim to continue to engage in racial equity work stealthily within their firms.
But should companies be allowed to manipulate race-conscious disclosures for their own reputational and financial benefits without consequence?
This social or moral question aside, it is also worth asking whether or for how long companies can cater to two opposing constituencies at the same time – that is, by continuing racial equity work to appease the shareholders and stakeholders who still expect it, while simultaneously hiding any language referring to racial injustice or inequity, or completely getting rid of any mention of race or racial minorities in disclosures to appease conservative groups. Shareholders and stakeholders expecting corporations to address racial inequality tend to want clarity on what the corporations propose to do, while conservative groups balk at the idea of even naming racial inequality as a problem. Corporations have sought to keep both “sides” happy by cycling between race-conscious image construction and race-conscious retraction. This book questions not only whether that strategy is ultimately sustainable but also whether it is socially acceptable.
Disclosureland’s Unique Contribution
There are four features of Disclosureland that make it distinct from other works. First, and most importantly, it centers race and ethnicity rather than addressing broad notions of diversity – a rarity in academic and other writings on companies. This is important because race has often been deemphasized under the broad umbrella of diversity and inclusion but deserves its own examination, especially because the pattern of corporate disclosures that emerged in 2020 is uniquely centered on race. Indeed, since 2023, conservatives have used DEI synonymously with race and have targeted racial minorities in other areas of society, including in higher education, politics, and government.52 Second, while acknowledging the importance of reputation and litigation risks to companies, it also documents corporate responses to societal, shareholder, and stakeholder pressure. Third, it incorporates the role of law in regulating the business of race-conscious disclosures and retraction. In this way, it follows other scholars who have addressed legal and market initiatives to improve things like corporate diversity, including the effectiveness and limitations of certain strategies, but brings the analysis to a different and entirely new context.53 Fourth, Disclosureland’s philanthropy chapter establishes the concept of “corporate racial philanthropy,” which shows how corporations use words to strategically expand philanthropy to include business transactions and the implications of a business-focused philanthropic strategy for racial progress.
Disclosureland makes significant contributions to the fields of corporate governance and race and private law. Corporate governance is the field primarily concerned with practices and processes used to direct and control a firm. The traditional view of corporate governance is that directors and officers should focus exclusively on the interests of shareholders.54 However, the view that corporate decision-makers should also consider the interests of stakeholders such as employees, consumers, and the communities in which companies are embedded has become almost as prevalent as the traditional view.55 But even among the many scholars who share the view that stakeholder interests have an important place in corporate governance, the ways in which racial inequality pervades shareholder and stakeholder concerns has not been a major focus in the field. This book reveals the embedded nature of racial inequality in corporate governance and shareholder and stakeholder interests. Through case studies and empirical research, it demonstrates how corporations have used disclosures about race to appear to address racial inequality, while simultaneously and in actuality constraining racial progress. The book shows the mechanisms by which boards of directors, managers, executives, shareholders, and stakeholders are involved in the cycle of race-conscious disclosures and retraction. It reveals how corporate governance structures may inadvertently perpetuate racial biases and disparities, even when companies claim to prioritize stakeholder interests.
Disclosureland also offers a groundbreaking exploration into the intersection of race and corporations, a key area of private law. The burgeoning field of race and private law asks how private entities and actors maintain and reproduce racial and socioeconomic hierarchies. In this book, I delve into how companies strategically utilize and manipulate disclosures about race to shape their public images while simultaneously constraining racial progress – and I analyze the legal frameworks that variously enable, regulate, or challenge these corporate behaviors. The book also underscores the need for new regulatory approaches that address the intersection of race, corporate governance, and accountability.
Finally, Disclosureland contributes to the Law and Political Economy framework by articulating the relationship between capitalism and racial inequality in corporations. The book offers reform strategies that bring together government and other groups, including customers, employees, and advocacy groups, to build coalition and transform how corporations use the power of words to shape how society understands racial progress.
Data and Methodology
Disclosureland draws on a wide range of original data spanning an eight-year period between 2018 and 2025. I collected data – particularly, texts of corporate disclosures – from a variety of sources, including voluntary sustainability and diversity reports, mandatory SEC reports, shareholder proposals, SEC no-action letter requests and responses, proxy statements, and news articles. I also conducted twenty-two in-depth interviews with CDOs and chief sustainability officers (CSOs) of publicly traded and privately held companies. The data used in the book cover 2,292 (2,093 public and 199 private) multinational companies headquartered in the United States.
I use natural language processing and qualitative content analysis to analyze hundreds of thousands of pages of disclosures to define the boundaries of race-conscious disclosures and empirically show their prevalence and trajectory over time. Interviews offer perspective on why companies made race-conscious disclosures and engage in race-conscious retraction and how companies have sought to respond to shareholders, customers, employees, and prospective employees with transparency and other strategies. A few interviews shed light on the growing impact of conservative groups and the Trump administration on race-conscious disclosures and retraction. I use historical documents, cases, statutes, and SEC rules to help connect the history of disclosures about race to current corporate governance concerns around employees, sustainability, and diversity, equity, and inclusion (“DEI”), and establish the role of regulation in responding to the use of race-conscious disclosures. Further discussions about the data and methods are included in the Appendix.
Organization of the Book
Disclosureland is about how multinational corporations use words about race voluntarily and strategically in response to societal pressure and for financial gain. It is about how they use those words to stymie inquiries about business impacts on racial minorities and engage in race-conscious retraction in response to conservative pushback threatening litigation or targeting and accusing corporations of discrimination against white individuals. The book is also about how these strategies negatively impact true racial progress.
Chapters 1 and 2 offer historical and empirical analyses of how corporate words have shaped corporate reputation on race. Chapter 1 focuses on the 1940s to the 1970s. Chapter 2 focuses on 2020 to 2024. Chapters 3 and 4 then provide examples of race-conscious disclosures made between 2020 and 2023 in the employment and philanthropy contexts, respectively, and discusses how these disclosures offered some benefits to people of color but stopped short of yielding true racial progress. Chapter 5 delves into the mechanisms and dangers of race-conscious retraction starting from the end of 2024 to the present. Chapter 6 on regulation looks into the future and seeks to hold corporations accountable to at least the standards they have explicitly set for themselves under a functioning future federal government. Even if we assume corporations are, ultimately, driven by financial interests more than anything else, corporations’ words nonetheless invoke and engage with notions of social justice, and racial progress, and those words should be used to evaluate corporate actions.
Chapter 1, “Historical Case Study,” examines the Plans for Progress program of the 1960s. Building upon the work of historians like Randall Patton and Susan Reed, the chapter explores how companies engaged in forms of race-conscious image construction in an earlier context. The chapter first describes early federal government efforts in the 1940s that, while mostly unsuccessful, laid the groundwork nonetheless for the version of race-conscious image construction that companies undertook in the 1960s, including the systematic disclosure of information demonstrating attention to addressing racial segregation and discrimination before the advent of digital print and online disclosures. It explores partnerships between the federal government and companies during John F. Kennedy’s presidency, showing how the processes employed through this program helped corporations to establish their public images on race at the time. The chapter establishes that there was already a pattern, before 2020, for companies to use disclosures about race in ways that serve their own financial and reputational interests.
Chapter 2, “Disclosures, Image, and Reputation,” defines the concept of race-conscious image construction, presents empirical evidence of it in action, and charts how corporations used race-conscious images to bolster their reputation between 2020 and 2024. It also demonstrates how the language and prevalence of disclosures about race changed during that time. The chapter discusses Amazon and Chevron Corporation (Chevron) as representative case studies that illustrate the image construction process undertaken by thousands of companies. It also explores the role of risk management in corporations’ use of race-conscious disclosures, demonstrating that image construction is often employed as a shield from legal and reputational scrutiny.
Chapter 3, “Racial Targets,” is the first of two chapters that zoom in to examine specific types of race-conscious disclosures that corporations have made. Racial targets are nonbinding, voluntary statements about goals to hire, retain, or promote people of color in the future. The chapter examines how companies have used racial targets and assesses the role of racial targets as part of the broader project of using race-conscious disclosures to show concern for and action toward addressing racial inequality. The chapter also discusses how companies attempted to meet their racial targets and argues that some corporate strategies to do so may have further entrenched racial inequality. The chapter illustrates the potential tensions between the positive aims of disclosures and their potential challenges for racial progress.
Chapter 4, “Corporate Racial Philanthropy,” similarly explores one specific type of race-conscious disclosure in-depth – in this case, the role of philanthropy in race-conscious image construction. The chapter theoretically develops and then empirically demonstrates the concept of corporate racial philanthropy, hereafter CRP. CRP is the use of corporate words to define the parameters of philanthropy to focus on business transactions and the strategic pursuit of financial gain by targeting race and minority groups. It is within the framework of business development initiatives that use philanthropy to tap new markets and generate profit. The chapter not only examines the limits of CRP but also considers how companies might best implement CRP to achieve racial progress.
Chapter 5, “Race-Conscious Retraction,” argues that race-conscious retraction constrains racial progress because it communicates that the issues of racial inequality companies identified previously were either not important or have become largely irrelevant. The chapter examines how conservative pushback has compelled companies to engage in either “partial race-conscious retraction” or “complete race-conscious retraction.” The partial form involves the replacement of language about racial injustice with mundane terms. The complete form is about the erasure of race-conscious disclosures and subsuming race into other issues as companies did prior to 2020. The chapter argues that, left unregulated (as I discuss further in Chapter 6), race-conscious disclosures are likely to become cyclical, swinging back and forth between construction and retraction. During the construction phase, corporations will respond to future societal occurrences and social and political pressures to address racial inequality, with the result that race-conscious disclosures will be accommodated broadly, as was the case after 2020. During the retraction phase, race-conscious disclosures will become more infrequent or hollowed-out in their language and content.
Chapter 6, “Regulating Race-Conscious Disclosures and Retraction,” argues that a future functioning federal government should assume an information-enforcing role to regulate race-conscious disclosures and retraction, and facilitate regulation by shareholders and stakeholders, including employees and consumers, who can use the information provided by the federal government to establish accountability structures. The chapter makes normative suggestions for what it calls a “multi-institutional approach” to regulating business.
