Chicago-Kent College of Law

Hill, Claire

Rohr, Silvie

Chicago-Kent Law Review 
Volume 99 Issue 1 Article 4 
11-1-2024 
Introduction Corporate Governance at Work 
Claire Hill 
Silvie Rohr 
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 Part of the Business Organizations Law Commons, Labor and Employment Law Commons, and the 
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Recommended Citation 
Claire Hill & Silvie Rohr, Introduction Corporate Governance at Work, 99 Chi.-Kent L. Rev. 3 (2025). 
Available at: https://scholarship.kentlaw.iit.edu/cklawreview/vol99/iss1/4 
This Article is brought to you for free and open access by Scholarly Commons @ IIT Chicago-Kent College of Law. 
It has been accepted for inclusion in Chicago-Kent Law Review by an authorized editor of Scholarly Commons @ IIT 
Chicago-Kent College of Law. For more information, please contact jwenger@kentlaw.iit.edu, 
ebarney@kentlaw.iit.edu. 
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3 
INTRODUCTION  
CORPORATE GOVERNANCE AT WORK 
CLAIRE HILL & SILVIE ROHR 
The purpose of the corporation1 is hotly debated: should corporations 
focus exclusively on shareholder profit maximization, or should they take 
other interests into account? One such critical interest is that of employees 
and others providing labor to or for the corporation. 
This Symposium, Corporate Governance at Work, brought together ex-
perts in corporate, labor, and employment law to explore how corporations 
and the broader society do—and should—deal with the providers of labor. 
While the debates are not new, the contexts in which issues arise, and some 
of the proposed approaches, very much reflect contemporary developments. 
This Issue consists of papers and conversation and interview transcripts from 
the Symposium. 
The Issue’s first piece, the keynote address by a seminal figure Marga-
ret Blair, offers reflections about the debate as to whose interests a corpora-
tion should be furthering. Her piece, Thoughts on Corporate Law and the 
Problem of Human Capital, includes discussions of what might have caused 
firms to shorten their time horizons (increased interest rates), who really 
bears the residual risk in a corporation (in significant part, employees—con-
trary to then-prevailing wisdom), failures of employee-owned firms, valuing 
data and other intangibles (some progress has been made), and finally, as-
sessing the value of human capital (not enough progress has been made). 
In Corporate Purpose: A Management Concept and the Role of Con-
tract Design, Silvie Rohr explores how companies are increasingly encour-
aged to consider stakeholder interests, particularly those of employees, 
 
 1.  The term “purpose of the corporation” as used here refers to the debate in corporate law as to 
the role of corporations in society, including in whose interests corporations should be run. The debate is 
also known as the “corporate purpose” debate. The literature discusses different meanings of terms used 
to summon up this debate due the variety of interpretations. See, e.g., Dorothy S. Lund & Elizabeth Poll-
man, Corporate Purpose, in THE OXFORD HANDBOOK OF CORPORATE LAW AND GOVERNANCE (2d ed., 
forthcoming). Some scholars and practitioners associate Corporate Purpose with a corporation’s consid-
eration of other stakeholders’ interests, its objective beyond profit, Corporate Social Responsibility and 
more. See, e.g., Holger Fleischer, Corporate Purpose: A Management Concept and its Implications for 
Company Law, 18 EUR. CO. & FIN. L. REV. 161, 161–63 (2021). 
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4 CHICAGO-KENT LAW REVIEW [Vol 99:1 
through a management concept that some prominent scholars call “Corporate 
Purpose.” Rohr presents a revised definition of the managerial Corporate 
Purpose and examines its implications for the workplace. She also analyzes 
legislative attempts to institutionalize Corporate Purpose, noting that current 
proposals are still evolving. Therefore, Rohr suggests that companies may 
wish to experiment with private ordering tools, such as contract design, ra-
ther than solely relying on legislative efforts. 
In The Rhetoric and Reality of Shareholder Profit Maximization, Claire 
Hill argues that taking employee interests into account can be consistent with 
real-world shareholder profit maximization. She distinguishes real-world 
profit maximization from the idealized version, which is unidirectional and 
allows for accountability. Hill argues that given the present climate, compa-
nies must respond to various pressures from and concerning other stakehold-
ers, including employees and other workers, thus necessarily taking some 
worker interests into account. Finally, she argues that a societal consensus as 
to what should count as negative externalities offers a principled way for 
corporations to consider other interests beyond those of shareholders in 
profit. 
In Corporate Governance for Platform Workers, Grant Hayden and 
Matthew Bodie argue that workers in the internet platform economy make 
up a rising percentage of the American workforce. These workers are quite 
vulnerable because they lack the protections that employees have. Hayden 
and Bodie articulate and discuss three models for extending governance 
rights to these platform workers: a democratic participation model, an infor-
mation-based model, and a theory of the firm model. 
In Lawyers’ and Law Professors’ Experience with Worker Governance, 
Brett McDonnell asks why lawyers and law professors, both of whom expe-
rience worker governance in their own workplaces, don’t promote it more in 
other types of workplaces. He concludes that lawyers’ and law professors’ 
“self-conception as elite professionals keeps them from considering that the 
self-governance they fight to protect for themselves might be valued by oth-
ers.” 
In Making Racial Equity Audits Effective, Alvin Velazquez argues that 
racial equity audits can shed light on how companies may harm racial mi-
norities but emphasizes that these audits need to be conducted by independ-
ent auditors. Doing so will promote the effectiveness of the audits and also 
give directors protection under the business judgment rule. 
In Worker Voice in Retirement Plan Governance, Natalya Shnitser 
demonstrates that there is significant variation in employer-sponsored retire-
ment plans, and particularly, between public and private plans. She argues 
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2024] INTRODUCTION 5 
that the debates over worker participation in plan governance need to take 
such variations into account. 
In Labor Law, Ownership, and the Firm, Sanjukta Paul argues that la-
bor law’s conception of the firm is different from that of antitrust or corpo-
rate law, being notably more stratified and hierarchical. She explores what 
follows from her argument, particularly regarding how the law balances 
workers’ associational rights with other rights, such as those reflecting man-
agement prerogative. She also examines the broader enforcement of manda-
tory collective bargaining subjects for firms compared to the narrower en-
forcement for workers’ organizations. 
In Women and Corporate Governance: Time Horizons and Stakeholder 
Analysis, June Carbone argues that the emphasis on short-term results dis-
proportionately adversely affects female workers, both at management and 
lower levels. She also contends that since 2016, the fortunes of women in 
upper management have improved, suggesting that taking a longer-term per-
spective may be beneficial for corporations. 
In the final paper in the Issue, The Human Capital Imperative: How 
Does Board Governance Need to Evolve?, Mallory Bucher presents findings 
from surveys conducted by the National Association of Corporate Directors, 
and other data, on human capital issues, including measurement of relevant 
metrics, disclosure, and labor organizing. Bucher establishes that companies 
know they should be proactive about these important issues, and that they 
are developing and putting in place strategies to do so. 
The Issue concludes with two transcripts of conversations. The first one 
is Alvin Velazquez’s interview of David Webber on Webber’s book, The 
Rise of the Working-Class Shareholder: Labor’s Last Best Weapon. The 
book argues that labor can and should use the power of its multitrillion-dollar 
pension funds to advance labor’s interests in the corporate realm. In the in-
terview, Webber discusses current developments in labor’s use of its power 
as a major shareholder to affect corporate governance and corporate prac-
tices. The second one is a roundtable discussion by symposium participants 
as to “where are we now, and where are we going?” in the relationship be-
tween capital and labor. 
In sum, current developments have brought to the fore many critical 
issues at the intersection of corporate, labor, and employment law. We hope 
that the pieces in this Issue, individually and in combination, illuminate 
what’s at issue and at stake. In this spirit, we hope to inspire further inquiry 
into how different, and sometimes conflicting, interests of companies, their 
stakeholders, and the broader society can be best accommodated. 
 
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English

Introduction 
Corporate Governance at Work

Chicago-Kent Law Review

Chicago-Kent Law Review 
Volume 99 Issue 2 Article 1 
12-1-2024 
Copyright 
Chicago-Kent Law Review 
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Recommended Citation 
Chicago-Kent Law Review, Copyright, 99 Chi.-Kent L. Rev. (2024). 
Available at: https://scholarship.kentlaw.iit.edu/cklawreview/vol99/iss2/1 
This Front Matter is brought to you for free and open access by Scholarly Commons @ IIT Chicago-Kent College of 
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ebarney@kentlaw.iit.edu. 
Cite this volume as: 99 Chi.-Kent L. Rev. __ (2024).
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Copyright

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Chicago-Kent Law Review 
Volume 99 Issue 2 Article 2 
12-1-2024 
Editorial Board 
Chicago-Kent Law Review 
Follow this and additional works at: https://scholarship.kentlaw.iit.edu/cklawreview 
Recommended Citation 
Chicago-Kent Law Review, Editorial Board, 99 Chi.-Kent L. Rev. (2024). 
Available at: https://scholarship.kentlaw.iit.edu/cklawreview/vol99/iss2/2 
This Front Matter is brought to you for free and open access by Scholarly Commons @ IIT Chicago-Kent College of 
Law. It has been accepted for inclusion in Chicago-Kent Law Review by an authorized editor of Scholarly Commons 
@ IIT Chicago-Kent College of Law. For more information, please contact jwenger@kentlaw.iit.edu, 
ebarney@kentlaw.iit.edu. 
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Introduction Corporate Governance at Work