Navigating the Indian Corporate Purpose Dilemma: Insights from an Entity-Based Approach

Contemporary versions of the corporate purpose debate highlight the interconnectedness of the forces in corporate law and governance that are critical to importing social welfare as a priority concern into the governance frame. The Indian legal and regulatory framework governing corporate purpose, which embodies pluralistic stakeholderism, offers valuable insights to inform on-going deliberations on this subject in comparative corporate governance scholarship. This article contends that the Indian corporate purpose framework reflects an inherent paradox underpinning its corporate law and governance mechanisms, comprising two limbs - first, the imbalance between directors’ duties and shareholders’ rights which has left critical questions around controlling shareholders’ accountability unaddressed; and second, contradictions in the theoretical foundations underlying the framework which result in ambiguities stemming therefrom. This article seeks to examine the Indian approach to corporate purpose through an analysis of the paradox, the implication of which is that it serves to impede the implementation of stakeholder governance. In so doing, first, we assess critical features of India’s framework, through the lens of the manner in which powers, rights and duties are distributed amongst various corporate constituencies within it. Second, we examine three distinct corporate governance theories underlying the Indian framework, namely, shareholder primacy, stakeholder theory and real entity theory, their implications for corporate purpose and the manner in which they interact with and contribute to ambiguities in the framework. Lastly, we analyse the manner in which anchoring the Indian stakeholder governance approach in the real entity conception of the corporation can address the identified ambiguities and provide an appropriate theoretical basis for operationalizing a broader corporate purpose.