Elisa Scalise


Corporations are important social actors. They are created by law and create products, services, jobs, and wealth upon which modem societies rely. Investments injected by corporations bring jobs, capital, and technology to communities, thereby raising living standards and creating derivative rights such as education, health and housing, and political freedoms. Modem corporations allow entrepreneurs to raise massive amounts of capital for large projects and research, which results in innovation and a wide range of products and services. However, these same corporations can also cause social harm. They are structured in such a way that it is possible for agents in the corporation to engage in morally objectionable conduct, for those agents to disown such conduct, and for the conduct to go unpunished. Some scholars have classified this as a crisis in corporate social responsibility. Current debates have spurred resurgence not only in the idea of corporate social responsibility, but also in innovative and practical ways to make corporate social responsibility a legal reality. One example of an innovative and practical way to change corporate behavior is the Code for Corporate Citizenship ("the Code"). The legislatures of California, Minnesota, and Maine have tabled adoption of the Code for consideration. The Code addresses unpunished corporate misdeeds at the source - the corporate fiduciary duty. This article suggests that the Code should be adopted in every state because the current configuration of the corporate fiduciary duty inadequately governs corporate decision-making at an unacceptable cost to society.