ESG, Corporate Governance & Future of the Firm

Lucian Bebchuk and Robert Jackson discuss how Elon Musk’s threat to develop AI projects outside Tesla may distort investors’ votes on restoring his large options grant.

Much of the focus of recent antitrust scrutiny has been on companies, with very little attention paid to the motivations of the individual managers setting the anticompetitive strategies of their enterprises. Understanding the concrete personal incentives of the billionaire blockholders entrenched at the helm of most of America’s incumbent corporations is critical to devising effective competition, corporate governance, and tax policy fixes to tackle harmful market concentration at the root.

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.