India’s landmark corporate law reform in 2013 contained a pioneering attempt to mandate corporate spending of 2 percent of average profits on corporate social responsibility (CSR) initiatives. This chapter explores a puzzle: The CSR requirement could have been written as a CSR tax rather than a CSR spending requirement, so why did the government choose the latter, more heterodox, option? The analysis suggests that the motivation for the reforms reflects a blend of political optics and state capacity or efficiency considerations informed by historical experiences with market-oriented reforms. On the efficiency and state capacity front, the Indian state might not have been as well placed to enforce a CSR tax as Indian firms might have been able to manage a CSR spending requirement in 2013. On the political optics side there was a prevailing perception that the liberalization had primarily benefited only a very small sliver of the country. If corporations were engaged in CSR then it might look like the gains from economic liberalization were beginning to find their way from India Inc. to the general citizenry. This blended account provides interesting insights about this rather unique set of reforms and subsequent developments.

Shareholder voting and engagement in the US have undergone substantial changes over the last 50 years. They have moved from being relatively sleepy issues to those that trigger insomnia in even the most hardened executives. The changes in the ownership structure of US publicly traded firms are probably the most important reason for the shift, but so too are rule changes that have facilitated greater shareholder activism. This chapter explores these developments while describing the rules of the road for shareholder voting in the US by focusing on Delaware jurisprudence and changes in US federal securities regulations. It also examines recent developments in shareholder activism and engagement, potential areas of voting and engagement going forward, and recent legal changes attempting to rein in activism to some extent. There are many moving parts in the shareholder voting apparatus in the US, and where things settle is likely to be a contests and perhaps uncertain matter.

Abstract: This chapter explores the conceptual, measurement, and incidence issues surrounding the costs and benefits of compliance. At the conceptual level, foundational questions are not fully resolved. For example, when speaking of compliance, do we mean compliance with the law or something else (e.g., an ethical code or industry standard)? What a firm is complying with will influence the costs and benefits being considered. Further, are the costs and benefits to be assessed from the perspective of the firm or from the perspective of society? Which one is chosen will impact what are viewed as costs and benefits. At the measurement level, assessing the effects of various compliance initiatives is a fraught exercise as attested to by a voluminous literature. It will typically require the use of multidisciplinary approaches with challenging questions about the unit(s) of measurement, the presence of counterfactuals, difficult to measure items, and difficult to operationalize trade-offs along with many potentially questionable assumptions. Further, embedded within measurement issues will be legal policy choices and structures that influence how, and by whom, the measurement is conducted. Finally, questions of incidence are important but are not often addressed in the literature. For example, if the costs of compliance fall disproportionately on smaller businesses, then what impact does that have on the political sustainability of the compliance initiative, the equity of it, and the competitive structure of the sector subject to these initiatives? Bringing together these considerations allows for a richer and more nuanced understanding of the costs and benefits of compliance and also encourages us to develop more careful theoretical models with which to analyze, and more reliable evidence-based research with which to assess, compliance initiatives.