Distributive Justice in Firms: Do the Rules of Corporate Governance Matter?

Can we achieve greater fairness by reforming the corporation? Some recent progressive critics of the corporation argue that we can achieve greater social justice both inside and outside the corporation by simply rewriting or reinterpreting corporate rules to favor non-stockholders over stockholders. But the progressive program for reforming the corporation rests on a critical assumption, which I challenge in this essay, namely that the rules of the corporation matter, so that changing them can effect a lasting redistribution of wealth from stockholders to non-stockholders. This essay uses a critique of the progressive reform program to argue that the rules of the corporation are distributively neutral. The corporation isn’t rigged against non-stockholders, and changing its rules will not improve the bargaining power of non-stockholders. However, while the rules may be epiphenomenal from the standpoint of distributive justice, they can have substantial impacts on the corporation’s efficiency. As a result, the proposed reforms may hurt the corporation’s capacity to generate benefits for all the parties concerned.