– Gabriel Eduardo Messina & Lisandro A. Hadad
Over the last decades there has been an exponential increase in the responsibilities expected to be conferred on corporations. Corporate Social Responsibility (CSR) is an approach that breaks through more and more in the academic debates and in the sphere of public policies, to the point of being considered the stance of the majority. Therefore, the current essay will articulate the social role, given to companies and the possible conflict that can be revealed between shareholders and stakeholders.
The alluded task will depend to a large extent, on what is understood as the purpose of the corporation or corporate interest and CSR, so that some conceptual clarifications are required. As a management technique, CSR does not need to be examined by legal science. However when a normative role is assigned, that is to say, when corporations are supposed to assume certain responsibilities linked to CSR to achieve an indefinite social-interest goal, which is its purpose, this perspective gets significant importance to corporate law. CSR is frequently disregarded by jurists, due to the rooted habit of attempting to epitomize law without any contact with economics, administration or finance matters, to name a few.
In other words, it is usual that CSR is studied only from the point of view of the administrative theory or corporate management. Nevertheless, the current article intends to warn against possible consequences that this conception may have for corporate law.
If it is accepted that one of the objectives of the law, in this case corporate law, could be to contribute to the development of social welfare, the debate is generated about the means or the way to reach that goal. Giving our opinion in advance, we consider that the search for shareholders’ wealth maximization constitutes the best option for companies, organized around a corporate structure, to contribute to the progress of social welfare. Beyond the difficulty to empirically contrast the previous statement, the intention is to provide theoretical arguments that may serve as foundation.
Lastly, it should be pointed out that Corporate Social Responsibility (CSR) has been studied several times from a macro or public policy perspective, which indicates that the debate about this subject is also about the role of the corporation within society.
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