Jeroen Veldman

Politics of the Corporation

The corporate form and its capacity for agency is recognized in political theory, but not adequately understood. As a result, important shifts in the relative position of the state and the corporate form are not addressed. Starting with a historical exploration of the theory of the corporation, I show that the corporate form relies on multiple theoretical backgrounds, which makes it inconsistent. An important part of this inconsistency is the dominance of a post-1970s theory of the corporate form, which formed the background for New Public Management. This theory supported a reduced status of the state and its regulatory powers and an increase of the relative power of the corporate form. I evaluate some consequences of this inconsistent theory for the contemporary debate with regard to the ‘demise of the state’.

The cultural grammar of governance: The UK Code of Corporate Governance, reflexivity, and the limits of ‘soft’ regulation

We identify limits of ‘reflexive governance’ by examining the UK Code of Corporate Governance that is celebrated for its ‘reflexivity’. By placing the historical genesis of the Code within its politico-economic context, it is shown how its scope and penetration is impeded by a shallow, ‘single loop’ of reflexivity. Legitimized by agency theory, the Code is infused by a ‘cultural grammar’ that perpetuates relations of shareholder primacy as it restricts accountability to narrow forms of information disclosure directed exclusively at shareholders. Engagement of a deeper, ‘double loop’ reflexivity allows account to be taken of the historical conditions and theoretical conceptions that shape practices and outcomes of corporate governance. Only then is it possible to disclose, challenge and reform narrow conceptions, boundaries and workings of ‘reflexive governance’.

Specters, Inc.: The Elusive Basis of the Corporation

In this article we discuss the political and economic consequences of the contemporary legal theory of incorporation. We argue that incorporation has developed historically in a way that makes it internally inconsistent, but that this inconsistency is useful for the powerful because of its legal and economic effects. The corporation can “shape shift,” which is very helpful for claiming some rights and disavowing certain responsibilities. Of course this flexibility comes at the expense of consistent concepts and this leads to the creation of what we term an “ideal-type reified singular representation.” We go on to show the far-reaching effects of this representation for legal studies, economics, and political theory, and show it worked in the pro-corporate decision in the recent Citizens United case. We conclude by providing several alternative ways to think about the nature of corporate organization.

Reimagining the Corporation: The Relevance of Legal, Economic and Political Imaginaries

‘Management’ is widely and deeply embedded in ‘corporations’. Yet in many studies of management and organization, the corporation is an influential but shadowy and largely unaccounted-for presence: rarely is the modern, capitalist corporation thematized. This article contributes to remedying this omission by considering the corporation as a product of three imaginaries: legal, economic, and political. In the post-medieval order, the legal imaginary made possible the construction of the corporate form; the economic imaginary has promoted an expansion of this form and shaped its subsequent development; and, finally, the political imaginary is key to appreciating how politics—including the power of the state, is central to (i) the rise of the modern corporation; and (ii) a recognition of how the primacy of the political in the formation and development of the modern corporation—is articulated through, and obscured behind, the dominance of legal and economic imaginaries. Attending to the three imaginaries, it is argued, is critical to a thorough comprehension of the modern corporation, a concomitant appreciation of its deeply divisive and perverse consequences, and lastly, to the development of policies designed to counteract its effects.

Corporation: Reification of the Corporate Form

I will problematize the corporate form as a reified social construct. To do this, I will ask two types of questions with regard to the corporate form. The first is a question about its ontological status: what is the corporation? The second is a question about its epistemological status: how can we establish criteria ‘by which we can know what does and does not constitute warranted, or scientific, knowledge’ in relation to the corporate form? To answer these questions I will first show that currently dominant accounts of the corporation and of corporate governance (the theory of how corporation should be governed) assumes that corporations share the same ontological status as all other types of organizations, i.e. that all organizations essentially exist as aggregations of individuals. I will then show how the corporate form provides a construct that in theory and in practice operates on very different ontological assumptions. Finally, this will lead me to a critical analysis of the reified nature of the corporate form and to a number of suggestions about how we can start to demystify this social construct.

Responsibility and the modern corporation

Corporate governance crises as well as human rights issues in global value chains have pushed notions of Corporate Social Responsibility (CSR), Corporate Citizenship (CC), Triple P (People, Planet, Profit) and sustainable development onto the agenda of corporations and into the discussion of corporate governance. However, it has been argued that the CSR debate tends to rest on rather underspecified conceptions of the public corporation and corporate governance.

The Significance of Moving Beyond Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) has been widely studied for a long time by, for example, management studies and political sciences (Carroll et al. 2012; Scherer and Palazzo 2011), but has for a long time only played a minor role in law and legal scholarship. One of the main reasons for this was that CSR was traditionally considered to be ‘above and beyond’ what companies are required to do by law. Characterised by a soft law approach voluntary CSR standards were typically, developed by corporations, by NGOs and by international organisations. However, recurrent reports about human rights violations in global supply chains and the actions of companies in the wake of the global financial and economic crisis have questioned the soft law approach to CSR and has put a ‘hard law’ law approach on the agenda.

Self-regulation in International Corporate Governance Codes

Soft law refers to a deviation from hard law that begins with the weakening of legal arrangements ‘along one or more of the dimensions of obligation, precision, and delegation’. Such a weakening of legal arrangements is considered potentially beneficial.

The Cultural Grammar of Governance: The UK Code of Corporate Governance, Reflexivity, and the Limits of Softt Regulation

We identify limits of ‘reflexive governance’ by examining the UK Code of Corporate Governance that is celebrated for its ‘reflexivity’. By placing the historical genesis of the Code within its politico-economic context, it is shown how its scope and penetration is impeded by a shallow, ‘single loop’ of reflexivity. Legitimized by agency theory, the Code is infused by a ‘cultural grammar’ that perpetuates relations of shareholder primacy as it restricts accountability to narrow forms of information disclosure directed exclusively at shareholders. Engagement of a deeper, ‘double loop’ reflexivity allows account to be taken of the historical conditions and theoretical conceptions that shape practices and outcomes of corporate governance. Only then is it possible to disclose, challenge and reform narrow conceptions, boundaries and workings of ‘reflexive governance’.