Corporate Governing and the Role of Shareholder Primacy with Ann Lipton

Delaware courts have written that shareholders are the only corporate constituency whose interests are an endrather than merely an instrument of the corporate form. Taken literally, that sounds almost sociopathic — as if the law instructs boards to treat employees, communities, and the environment as tools. Ann Lipton argues that reading is wrong. What that language is actually doing, she says, is issuing a disclaimer: a signal that corporate governance cannot be trusted to exercise social control over corporations, and that the regulatory work must happen elsewhere. It is acry for help.In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and the Politics of Change) sits down with Ann Lipton (University of Colorado Law School) to trace the legal architecture that made the ESG moment possible — and that made its unravelling, in some sense, inevitable. The conversation ranges from the legitimating logic of shareholder primacy, to the role of institutional investors as political actors, to Tornetta v. Muskand the dramatic transformation of Delaware law, to the question of whether any new legitimating narrative is now assembling to justify corporate power.Ann Lipton is Professor of Law and Laurence W. DeMuth Chair at the University of Colorado Law School, and a Research Member of ECGI. She is one of the sharpest and mostconsistently provocative voices in corporate governance. She is also the host of the Shareholder Primacy podcast. Matteo Gatti is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the host of this podcast.Links:Corporate Power and the Politics of Change by Matteo Gatti (Cambridge University Press)The Legitimation of Shareholder Primacy by Ann Lipton (2025)Shareholder Primacy podcast hosted by Ann Lipton and Mike LevinWhy Shareholder-Driven Corporate Social Responsibility Failed by Mark Roe (2026)Tornetta v. Musk, C.A. No. 2018-0408-KSJM (Del. Ch. Jan. 30, 2024)Other Episodes:The Law of Corporate Governing with Stephen Bainbridge and Roy Shapira - EP. 1 in Corporate Power and the Politics of Change with Matteo GattiThe Economics of Corporate Governing with Swarnodeep Homroy and Elisabeth Kempf – EP. 2 in Corporate Power and the Politics of Change with Matteo GattiCorporate Values versus Value with Jill Fisch & Tim Smith - EP. 3 in Corporate Power and the Politics of Change with Matteo Gatti