Vanderbilt Law Review

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In the area of corporate social responsibility, where to go and how to get there are major questions facing corporations, their lawyers, investors, and governmental agencies alike.' Questions of "where to go" facing corporate executives and others include how much corporate social responsibility is enough and what forms social responsibility should take. Other questions concern which of the socially responsible measures corporations could take portend the greatest good for the greatest number, or on the more pragmatic scale, which measures will win the greatest amount of public or governmental acceptance. What roles government, citizen groups, or investors should play in inducing or in monitoring corporate social responsibility are questions of "how to get there."' Much debated and often heavy-handed or economically wasteful devices have been proposed as means of achieving desired levels of corporate social performance. These proposed devices include federal chartering of corporations, federal minimum corporate law standards, use of shareholder public interest proxy campaigns, installation of public interest directors on corporate boards of directors, and directors' election by specified constituencies drawn from labor, consumers, or suppliers.'

This article's supposition is that perhaps none of these devices offers as much promise in getting corporations to an optimum level of social performance as does corporate social accounting. Indeed, combined with some disclosure of accounting results, corporate social accounting will aid in defining what an optimum level of social performance might be. The corporate social audit, together with public reporting, can be the Cheshire Cat of today's corporate world. As such, it is more benevolent-sitting on the rail telling corporations where to go and how to get there with less acrimony, delay, or inefficiency-than federal chartering of corporations, public interest proxy campaigns, or any other device reformers propose.

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