Creating a Stakeholder Democracy under Existing Corporate Law
Much of the current debate in corporate governance is framed in terms of stakeholder versus shareholder forms of corporate governance. While one would find little debate that stakeholders' interests are important to any business, there is substantial debate regarding whether any stakeholder besides shareholders should have a formal role in corporate governance. What has been largely ignored in this debate is the issue of private ordering: since corporate law is largely enabling rather than mandatory, can stakeholder governance structures be voluntarily created within the current shareholder centric default corporate law structure? This article argues that this is clearly the case, sets forth specific methods for how this can be accomplished, and discusses the implications this has for stakeholder democracy and other stakeholder centric corporate law reforms which have been put forth.