Stakeholder Capitalism in the Time of COVID

• Published in: Yale journal on regulation 2023-12, Vol.40 (1), p.60-126
• Main Authors: Bebchuk, Lucian A, Kastiel, Kobi, Tallarita, Roberto
• Format: Article
• Language: English
• Subjects: Capitalism; Community; Cooperation; Coronaviruses; COVID-19; Customers; Employees; Incentives; Job losses; Pandemics; Payments; Public companies; Rhetoric; Scandals; Shareholder activism; Stakeholders; Stockholders; Supporters; Teams; Transactions
• ISSN: 0741-9457; 2376-5925

This Article tests the claims of supporters of stakeholder capitalism ("stakeholderism") in the context of the COVJD pandemic. Supporters of stakeholderism advocate encouraging and relying on corporate leaders to use their discretion to serve stakeholders such as employees, customers, suppliers, local communities, and the environment The pandemic followed and was accompanied by peak support for, and broad expressions of commitment to, stakeholderism from corporate leaders. Nonetheless, and even though the pandemic heightened risks to stakeholders, we document that corporate leaders negotiating deal terms failed to look after stakeholder interests. many transactions were viewed at the time of the deal as posing significant postdeal risks for employees, corporate leaders largely did not obtain any employee protections, including payments to employees who would be laid off post-deal. Similarly, we find that corporate leaders failed to negotiate for protections for customers, suppliers, communities, the environment, and other stakeholders. After conducting various tests to examine whether this pattern could have been driven by other factors, we conclude that it is likely to have been driven by corporate leaders ' incentives not to benefit stakeholders beyond what would serve shareholder interests. While we focus on decisions in the acquisition context, we explain why our findings also have implications for ongoing-concern decisions, and we discuss and respond to potential objections to our conclusions. Overall, our findings have significant implications for long-standing debates on the corporate treatment of stakeholders. In particular, our findings are inconsistent with the implicit-promises/team-production view that corporate leaders of an acquired company should and do look after stakeholder interests; on this view, fulfilling implicit promises to protect stakeholder interests serves shareholders' ex-ante interest in inducing the stakeholder cooperation and investment that are essential to corporate success. Our work also supports the agency critique of stakeholder capitalism which suggests that, due to their incentives, corporate leaders cannot be relied upon to look after stakeholder interests and to live up to pro-stakeholder rhetoric.