Avsnitt
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When a company halts sales of assault-stylerifles, pulls advertising from a controversial platform, or whose CEO takes to social media with a political opinion — is any of it legal? And if it goes wrong, who's liable?
In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and thePolitics of Change) sits down with two leading corporate law scholars to map the actual legal terrain of corporate political engagement. Together, they work through the doctrine in law school fashion — hypotheticals, edge cases, and all — to find where the law gives boards genuine latitude, where itconstrains them, and where the genuinely hard cases live.
Stephen Bainbridge (UCLA School of Law) makes the case for shareholder wealth maximisation as both the law of the land and what the law ought to require. Roy Shapira (Reichman University, ECGI) brings a complementary lens, examining what happens when boards fail in their oversight duties — and whether ESG commitments, when they go wrong, can generate real legal exposure.
Stephen M. Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law. He is the author of several books on corporate law and governance, including The Profit Motive (Cambridge University Press), a defence of shareholder wealth maximisation in an era of stakeholderist advocacy.
Roy Shapira is Professor of Law at Reichman University, Mehrotra Visiting Professor at BU Business and Research Member of ECGI. His scholarship sits at the intersectionof corporate law, litigation, and reputational markets. He is also a co-author with host Matteo Gatti on ongoing work about ideological shareholder litigation.
Matteo Gatti is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the host of this podcast.
Links
The Profit Motive by Stephen Bainbridge (Cambridge University Press 2023)Corporate Power and the Politics of Change by Matteo Gatti (Cambridge University Press)Director Primacy: The Means and Ends of Corporate Governance, by Stephen BainbridgeThe Business Judgment Rule as Abstention Doctrine, by Stephen BainbridgeMission Critical ESG and the Scope of Director Oversight Duties by Roy Shapira (2022)Conceptualizing Caremark by Roy Shapira (2024)Dodge v. Ford Motor Co., 170 N.W. 668 (Mich. 1919)eBay Domestic Holdings, Inc. v. Newmark, 16 A.3d 1 (Del. Ch. 2010)In re Caremark International Inc. Derivative Litigation, 698 A.2d 959 (Del. Ch. 1996)Shlensky v. Wrigley, 237 N.E.2d 776 (Ill. App. Ct. 1968)Strategic CEO Activism in Polarized Markets by Shubhashis Gangopadhyay and Swarnodeep Homroy (2020)Saints and Sinners: How Does Delaware Corporate Law Work? by Edward Rock (1996)Other Episodes
Corporate Governing and the Role of Shareholder Primacy with Ann Lipton – EP. 4 in Corporate Power and the Politics of Change with Matteo Gatti
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Most S&P 500 CEOs are Republican donors. Yet for the better part of a decade, the statements coming out of corporate America have leaned overwhelmingly Democratic. Is that hypocrisy, ideology, or something more calculated?
In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and the Politics of Change) brings together two economists who have beenstudying exactly this question from different angles.
Swarnodeep Homroy (University of Groningen / University of Southampton) finds that CEO activism is largely strategic — a rational response to an asymmetric, polarised consumerlandscape.
Elisabeth Kempf (Harvard Business School) finds that partisan corporate speech has, on average, generated negative stockreturns, and traces the phenomenon to a changing investor base rather than a shift in management ideology. Together, they reveal a considerably more complex picture than either the "woke capitalism" critique or its defenders tend to acknowledge.
Swarnodeep Homroy is Associate Professor at the University of Groningen and the University of Southampton. His paper with Sebastian Gangopadhyay, "Strategic CEO Activism in Polarized Markets" (Journal of Financial and QuantitativeAnalysis), is a seminal empirical study of CEO activism. He has also co-authored work on corporate responses to January 6th and on partisan sorting in domestic supply chains.
Elisabeth Kempf is Associate Professor of Finance at Harvard Business School. Her research spans political economy, corporate governance, and finance.
Matteo Gatti is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the host of this podcast.
Links
Corporate Power and the Politics of Change by Matteo Gatti (Cambridge University Press)Strategic CEO Activism in Polarized Markets by Swarnodeep Homroy & Sebastian Gangopadhyay (2020)Partisan Corporate Speech by Elisabeth Kempf & William Cassidy (2025)The Political Polarization of Corporate America by Elisabeth Kempf, Vyacheslav Fos & Margarita Tsoutsoura (2022)The Political Transformation of Corporate America, 2001-2022 by Reilly Steel (2024)Corporate Value(s) by Jill Fisch & Jeff Schwartz (2026)The Business of the Culture War by Aakaash Rao and Shakked Noy (2025)Other Episodes
Corporate Governing and Shareholder Voice with Jill Fisch and Tim Smith- EP.3 in Corporate Power and the Politics of Change with Matteo Gatti Politics in Corporations: Systematic Corruption with Reilly Steel - EP. 8 in Corporate Power and the Politics of Change with Matteo Gatti (forthcoming) -
Saknas det avsnitt?
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For decades, the shareholder proposal has been the primary channel through which investors can signal their priorities tocorporate management. It doesn't force anyone to do anything — but it creates a public record, produces a vote, and in practice carries real weight. Now that mechanism, along with much of the broader shareholder engagement ecosystem, is under coordinated attack.
In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and the Politics of Change) explores three questions: Why has corporate political engagement become so fraught? What do we actually know about how the shareholder proposal process works as a tool of political accountability? And what happens next, now that the entire infrastructure is under pressure?
Jill Fisch (University of Pennsylvania Carey Law School) brings the doctrinal and empirical lens, drawing on three co-authored papers — a 2024 diagnosis of what she and Jeff Schwartz call "political posturing," a 2026 framework for reconciling corporate values with long-term economic value, and a 2025 empirical study of the political disclosure proposal ecosystem with Adriana Robertson. Tim Smith (Interfaith Center on Corporate Responsibility) brings more thanfifty years of practitioner experience pressing corporations on political and social behaviour — and, as this episode makes clear, is now helping to litigate the legal future of the proposal system itself.
Jill Fisch is the Saul A. Fox Distinguished Professor of Business Law at the University of Pennsylvania Carey Law School and a Research Fellow of ECGI. She is one of the most influential corporate law scholars of her generation.
Tim Smith is Senior Policy Advisor at the Interfaith Center on Corporate Responsibility (ICCR), where he supports work on responsible political engagement and the response to anti-ESG pressure. Previously he was Director of ESG Shareholder Engagement at Boston Trust Walden. He serves on the board of WestPath, the United Methodist Pension Board.He has been engaged in shareholder activism on corporate responsibility issues for over fifty years.
Matteo Gatti is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the hostof this podcast.
Links:
Corporate Power and the Politics of Change by Matteo Gatti (Cambridge University Press)How Did Corporations Get Stuck in Politics and Can They Escape? by Jill E. Fisch & Jeff Schwartz (2024)Corporate Value(s) by Jill Fisch & Jeffrey Schwartz (2026) Proxies for Politics by Jill Fisch & Adriana Robertson (2025) The Proxy Voting Choice Revolution by Alon Brav, Tao Li, Dorothy S. Lund & Zikui Pan (2025)Interfaith Center on Corporate Responsibility (ICCR)New ICCR Resource Spotlights Corporate Governance Failures By Companies Amid SEC Oversight VacuumICCR Issues New Report on Proxy Voting Records and Executive Compensation at Large Asset ManagersCenter for Political Accountability / Zicklin IndexPrinciples for Responsible InvestmentOther Episodes
The Law of Corporate Governing with Stephen Bainbridge and Roy Shapira - EP. 1 in Corporate Power and the Politics of Change with Matteo GattiThe Economics of Corporate Governing with Swarnodeep Homroy and Elisabeth Kempf EP. 2 in Corporate Power and the Politics of Change with Matteo Gatti -
Delaware courts have written that shareholders are the only corporate constituency whose interests are an endrather than merely an instrument of the corporate form. Taken literally, that sounds almost sociopathic — as if the law instructs boards to treat employees, communities, and the environment as tools. Ann Lipton argues that reading is wrong. What that language is actually doing, she says, is issuing a disclaimer: a signal that corporate governance cannot be trusted to exercise social control over corporations, and that the regulatory work must happen elsewhere. It is acry for help.
In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and the Politics of Change) sits down with Ann Lipton (University of Colorado Law School) to trace the legal architecture that made the ESG moment possible — and that made its unravelling, in some sense, inevitable. The conversation ranges from the legitimating logic of shareholder primacy, to the role of institutional investors as political actors, to Tornetta v. Muskand the dramatic transformation of Delaware law, to the question of whether any new legitimating narrative is now assembling to justify corporate power.
Ann Lipton is Professor of Law and Laurence W. DeMuth Chair at the University of Colorado Law School, and a Research Member of ECGI. She is one of the sharpest and mostconsistently provocative voices in corporate governance. She is also the host of the Shareholder Primacy podcast.
Matteo Gatti is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the host of this podcast.
Links:
Corporate Power and the Politics of Change by Matteo Gatti (Cambridge University Press)The Legitimation of Shareholder Primacy by Ann Lipton (2025)Shareholder Primacy podcast hosted by Ann Lipton and Mike LevinWhy Shareholder-Driven Corporate Social Responsibility Failed by Mark Roe (2026)Tornetta v. Musk, C.A. No. 2018-0408-KSJM (Del. Ch. Jan. 30, 2024)Other Episodes:
The Law of Corporate Governing with Stephen Bainbridge and Roy Shapira - EP. 1 in Corporate Power and the Politics of Change with Matteo GattiThe Economics of Corporate Governing with Swarnodeep Homroy and Elisabeth Kempf – EP. 2 in Corporate Power and the Politics of Change with Matteo GattiCorporate Values versus Value with Jill Fisch & Tim Smith - EP. 3 in Corporate Power and the Politics of Change with Matteo Gatti
