I dette forskningspapir med titlen ”MAKING IT EASIER FOR DIRECTORS TO “DO THE RIGHT THING?” gennemgås, hvordan den adm. direktør kan gøre det ”rigtige” ved både at forfølge målet om at maksimere værdiskabelsen og samtidig gøre det ansvarligt: ”Some scholars argue that managers should take constituencies other than stockholders into account when running a corporation, and refuse to put shortterm profit for stockholders over the best interests of the corporation’s employees, consumers, and communities, as well as the environment and society generally. In other words, they argue that managers should “do the right thing,” while ignoring that in the current corporate accountability structure, stockholders are the only constituency given any enforceable rights, and thus are the only one with substantial influence over managers. Few commentators have proposed real solutions that would give corporate managers more ability and greater incentives to consider the interests of other constituencies.
This Article posits that benefit corporation statutes have the potential to change the accountability structure within which managers operate. These statutes create incremental reform that puts actual power behind the idea that corporations should “do the right thing.” Certain provisions of the Delaware benefit corporation statute are discussed as an example of how these statutes can create a meaningful shift in the balance of power that will in fact give corporate managers more ability to and impose upon them an enforceable duty to “do the right thing.”
