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5 - The Promises and Risks of Corporate Governing

from Part II - The Law and the Merits

Published online by Cambridge University Press:  17 December 2025

Matteo Gatti
Affiliation:
Rutgers University, New Jersey
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Summary

Chapter 5 examines the trade-offs of corporate governing from both corporate and societal perspectives. Internally, it can enhance recruitment, morale, branding, and profitability – but also risks alienating stakeholders with conflicting political views. Externally, while corporate governing may offset political gridlock and support social change, it raises concerns about accountability, uneven influence, and democratic legitimacy. Companies may disengage, act opportunistically, or adopt positions that run counter to broader public goals. This chapter identifies two core challenges. First, corporate governing often falls short in advancing genuine social progress where business interests diverge from public needs – such as labor rights, antitrust, taxation, privacy, corporate and financial reform, and AI – underscoring the risks of stakeholderist reforms that expand executive discretion. Second, it may erode democratic processes by sidelining dissent and shifting policymaking into private hands. While the first concern may be mitigated by greater transparency, the second is more difficult. As public authority recedes, participatory democracy risks being displaced by corporate decision-making.

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