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Corporate Governance as Social Responsibility: a Research Agenda

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GILL MACRO FINAL.DOC 5/8/2008 5:02:04 PM
452
Corporate Governance as Social
Responsibility:
A Research AgendaGILL MACRO FINAL.DOC 5/8/2008 5:02:04 PM
452
Corporate Governance as Social
Responsibility:
A Research Agenda
By
Amiram Gill∗
In the post-Enron years, corporate governance has shifted from its traditional focus on agency conflicts to address issues of ethics, accountability, transparency, and disclosure. Moreover, corporate social responsibility (CSR) has increasingly focused on corporate governance as a vehicle for incorporating social and environmental concerns into the business decision-making process, benefiting not only financial investors but also employees, consumers, and communities. Currently, corporate governance is being linked more and more with business practices and public policies that are stakeholder-friendly. This
Article examines these developments and their impact on the formulation of a transnational body of legal norms by proceeding in three stages. First, the Article explores the recent transformations in the regulation of corporate governance and CSR and the shifts these two fields have experienced. Second, it reads these transformations as a convergence, taking place against the background of
“New Governance” and encompassing both corporate self-regulation and efforts by social groups to make this regulation more effective (“metaregulation”).
Third, the Article discusses the prospects and challenges of this convergence by outlining a series of conceptual and methodological inquiries as well as policy ramifications to be pursued by scholars and practitioners in the fields of law and corporate conduct.
∗ J.S.D. Candidate, J.S.M, 2006, Stanford University; LL.B, 2004, Tel Aviv University. I am grateful to Eli Bukspan, Guy Davidov, Cynthia Estlund, David Millon, Lawrence Mithcell, Alison
Morantz, Noam Peleg, Frances Raday, Anat Rodnizky, Ofer Sitbon, Omri Yadlin, and the participants at the Stanford Law School JSD Research Colloquium for their comments on earlier drafts.
By
Amiram Gill∗
In the post-Enron years, corporate governance has shifted from its traditional focus on agency conflicts to address issues of ethics, accountability, transparency, and disclosure. Moreover, corporate social responsibility (CSR) has increasingly focused on corporate governance as a vehicle for incorporating social and environmental concerns into the business decision-making process, benefiting not only financial investors but also employees, consumers, and communities. Currently, corporate governance is being linked more and more with business practices and public policies that are stakeholder-friendly. This
Article examines these developments and their impact on the formulation of a transnational body of legal norms by proceeding in three stages. First, the Article explores the recent transformations in the regulation of corporate governance and CSR and the shifts these two fields have experienced. Second, it reads these transformations as a convergence, taking place against the background of
“New Governance” and encompassing both corporate self-regulation and efforts by social groups to make this regulation more effective (“metaregulation”).
Third, the Article discusses the prospects and challenges of this convergence by outlining a series of conceptual and methodological inquiries as well as policy ramifications to be pursued by scholars and practitioners in the fields of law and corporate conduct.
∗ J.S.D. Candidate, J.S.M, 2006, Stanford University; LL.B, 2004, Tel Aviv University. I am grateful to Eli Bukspan, Guy Davidov, Cynthia Estlund, David Millon, Lawrence Mithcell, Alison
Morantz, Noam Peleg, Frances Raday, Anat Rodnizky, Ofer Sitbon, Omri Yadlin, and the participants at the Stanford Law School JSD Research Colloquium for their comments on earlier drafts.

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