ESG, Corporate Governance & Future of the Firm

Michael Jensen, a leading late 20th century economist, pivoted from praising public companies in the 1970s to assailing public company governance in the 1980s and 1990s. Disappointment that corporate executives did much to thwart takeover activity prompted Jensen’s 180-degree turn. 

One of the questions that Elon Musk’s lawsuit against OpenAI and its CEO, Sam Altman, raises is whether Microsoft’s involvement in changes to OpenAI’s board in November violated nonprofit law. Benjamin Leff assesses this challenge and if current nonprofit law is capable of monitoring nonprofit behavior in its current form.

Two professors of law assess the merits and questions raised by Musk's recent lawsuit against OpenAI and its CEO, Sam Altman.

The Public Companies Accounting Oversight Board has proposed an amendment to its auditing standards that requires auditors to assume a larger role in corporate compliance. Roy Shapira and Luigi Zingales suggest a simple modification that addresses auditors’ concerns while improving the effectiveness of corporate compliance.

Elon Musk recently sued OpenAI over claims that the company has strayed from its social mission and has instead focused on profit maximization. Roberto Tallarita examines how Musk’s lawsuit shows well-intentioned corporate planners how hard it is to commit to an effective and enforceable social purpose and warns policymakers that relying on corporate self-regulation of AI could be a fatal mistake.

Luigi Zingales argues that Elon Musk is right to sue OpenAI and CEO Sam Altman, given the economic principles at stake.

How can investors use capital markets to encourage emissions reductions? In new research, Matthew E. Kahn, John G. Matsusaka, and Chong Shu examine whether public pension funds are more effective in mitigating pollution when they divest from fossil fuel companies or actively engage their management.

The following is an excerpt from Kyle Edward Williams' new book, "Taming the Octopus: The Long Battle for the Soul of the Corporation," now out at W. W. Norton & Company.

Business and economic thought instituted at least since the Reagan revolution in the United States have promoted firms’ narrowly self-interested, profit-maximizing conduct even at the expense of consumers and workers. This paradigm leads to social distrust and insufficient cooperation. Steven C. Salop explains this distortion and proposes 10 guidelines by which firms can self-moderate their behavior to produce prosocial outcomes.

In new research, Matthias Breuer, Anthony Le, and Felix Vetter find that when companies are required by the government to seek a third-party financial audit, they turn to lower quality auditors.  As a result, the accounting industry grows, but touted benefits for markets and corporate stakeholders appear elusive.