Emory Law Journal
The modern corporation by its nature creates interdependencies with a variety of groups with whom the corporation has a legitimate concern, such as employees, customers, suppliers, and members of the communities in which the corporation operates. Corporate governance involves a system of contractual and fiduciary duties that influence directors and officers to make decisions consistent with defined obligations. This system requires that directors consider shareholders' interests first and foremost in making corporate decisions because the share-holders are the, "owners," of the corporation. Over the past several decades, a number of states have implemented this policy by enacting constituency statutes. These statutes transform the obligations of corporate directors by expanding the groups to which boards of directors are accountable in decision making, greatly impacting the management decisions of business firms. Both legal and economic changes result from redefining the duties of corporate directors, ultimately transforming American business.
Edward S. Adams and John H. Matheson, A Statutory Model for Corporate Constituency Concerns, 49 Emory L.J. 1085 (2000), available at https://scholarship.law.umn.edu/faculty_articles/93.