America’s top CEOs didn’t live up to their promises in Business Roundtable letter, researchers find
Did the CEOs who signed the Business Roundtable’s celebrated Statement on the Purpose of a Corporation mean what they said? As the statement’s second anniversary (August 19) approaches, new research concludes that they did not. “Our findings support the view that the BRT Statement did not represent a meaningful commitment,” write the researchers, Lucian A. Bebchuk and Roberto Tallarita of the Harvard Law School’s Program on Corporate Governance. Instead, they say, the statement was “mostly for show.”
“Mostly for show” is far from the way the statement was presented by the BRT or received by the public for the most part. The statement “moves away from shareholder primacy,” the BRT announced, making a “commitment to all stakeholders;” it “supersedes previous statements and outlines a modern standard for corporate responsibility.” The media broadly agreed. Reuters called it “a bombshell.” It was “stunning,” said USA Today. The Wall Street Journal called it “a major philosophical shift,” and the New York Times said it broke “with decades of long-held corporate orthodoxy.” Fortune made the statement its cover story.
A few voices were skeptical. “Is there anything other than rhetoric there?” asked Luca Enriques, a professor of corporate law at Oxford. “A commitment to ‘deliver value to all [stakeholders]’ is too generic to actually benefit stakeholders.” University of Chicago Booth School of Business professor Luigi Zingales called the statement “a marketing ploy with no real bite.” Bebchuk and Tallarita in 2020 published a paper called “The Illusory Promise of Stakeholder Governance,” part of which critiqued the BRT statement.
In their new paper, Bebchuk and Tallarita reasoned that if the statement represented a significant shift in corporate purpose by its signatories—CEO members of the BRT, representing America’s largest companies—then several important corporate documents at those companies would need to be revised. The companies would have to make clear that serving shareholders is no longer their paramount duty and that other stakeholders—customers, employees, suppliers, and communities—must be served as well. So for the 136 U.S. public companies whose CEOs signed the statement, the researchers examined corporate governance guidelines, corporate bylaws, proxy statements, director pay policies, and responses to shareholder proposals to see how well they aligned with the new statement of corporate purpose.
Business Roundtable takes strong exception to the new paper and its methodology. “We disagree with the conclusion of the paper and find the thesis that the Statement required changes in bylaws, governance guidelines, and corporate policies, as well as support for certain shareholder proposals, to be deeply flawed,” a Business Roundtable spokeswoman tells Fortune. “The CEOs who signed the 2019 Statement believe it better reflects the conviction that businesses can’t flourish over the long term or return value to their long-term shareholders without investing in the stakeholders who make success possible. That view is consistent with existing corporate law and does not require any change to companies’ bylaws and governance guidelines.”
The researchers stand by their methodology and argue that it provides little evidence that the statement even exists. Consider corporate governance guidelines, which describe how board members are supposed to make their decisions. If a company is moving “away from shareholder primacy,” a company’s governance guidelines would have to reflect that fact. Yet most of the companies’ statements of purpose “do not include stakeholder welfare,” the study finds, and in fact most of the companies “continue to state their explicit commitment to shareholder primacy.” For example, Amazon’s guidelines state that “the Board’s primary purpose is to build long-term shareowner value.” Duke Energy’s guidelines say “a director should at all times…act solely in the best interest of the Corporation’s shareholders.”
The researchers note that “many guidelines authorize directors to consider the welfare of stakeholders” but make clear that this is “subordinate to the main obligation of serving shareholders.” In other words, directors are allowed to “consider stakeholder interests whenever doing so would serve long-term shareholder value.” The researchers, who call this approach “enlightened shareholder value,” find that it “is not operationally different from shareholder primacy.”
The story is similar with all the other documents the researchers examined—the evidence is “consistent with the hypothesis that the BRT Companies did not view the BRT Statement as a meaningful step,” the researchers write. Virtually none of the bylaws direct company leaders to consider the interests of stakeholders other than shareholders. The vast majority of proxy statements didn’t even mention the BRT statement. Most of the companies pay directors in a way that incentivizes them to serve shareholders; none incentivize directors to serve other stakeholders.
Especially noteworthy are the study’s findings regarding shareholder proposals and how companies responded to them. At 27 of the signatory companies, shareholders requested votes on proposals to implement the principles in the statement. In about half the cases, the companies sought permission from the Security and Exchange Commission to deny the vote. For all the proposals that went to a vote, the researchers find, “the company invariably recommended that shareholders vote against them.”
Most striking is how the companies argued their cases. Whether asking the SEC for permission to exclude a proposal or recommending that shareholders vote No, most of the companies made the same argument: We already serve stakeholders and have done so for years. Citigroup, for example, argued that the BRT statement simply “memorializes the Company’s current practices and policies.” BlackRock said “the Company’s actions and disclosures already embody the commitments included in the BRT Statement” and therefore “no changes to the Company’s existing governance and management systems are required.”
Outsiders may have thought the statement was a bombshell or a major philosophical shift, but many BRT members apparently think it’s exactly the opposite: a continuation of the status quo. The researchers conclude that “BRT Companies do not seem to believe that the BRT Statement will produce any significant changes. In fact, many of them explicitly deny that it will.”
So why would the BRT issue the statement, with its pledges to serve all stakeholders, at all? The researchers offer a hypothesis: “Rather than produce material benefits to stakeholders, the main impact of such pledges might be to insulate corporate leaders from shareholders and to deflect outside pressures to adopt governmental measures that would truly serve stakeholders.”
Even the BRT would likely agree with Bebchuk and Tallarita’s observation that “Stakeholder governance is now at the center of a fundamental and heated debate in corporate law and public policy.” Their new paper will make the debate hotter.
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