The Law of Corporate Governing with Stephen Bainbridge and Roy Shapira Corporate Power and the Politics of Change with Matteo Gatti

When a company halts sales of assault-stylerifles, pulls advertising from a controversial platform, or whose CEO takes to social media with a political opinion — is any of it legal? And if it goes wrong, who's liable?In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and thePolitics of Change) sits down with two leading corporate law scholars to map the actual legal terrain of corporate political engagement. Together, they work through the doctrine in law school fashion — hypotheticals, edge cases, and all — to find where the law gives boards genuine latitude, where itconstrains them, and where the genuinely hard cases live.Stephen Bainbridge (UCLA School of Law) makes the case for shareholder wealth maximisation as both the law of the land and what the law ought to require. Roy Shapira (Reichman University, ECGI) brings a complementary lens, examining what happens when boards fail in their oversight duties — and whether ESG commitments, when they go wrong, can generate real legal exposure. Stephen M. Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law. He is the author of several books on corporate law and governance, including The Profit Motive (Cambridge University Press), a defence of shareholder wealth maximisation in an era of stakeholderist advocacy.Roy Shapira is Professor of Law at Reichman University, Mehrotra Visiting Professor at BU Business and Research Member of ECGI. His scholarship sits at the intersectionof corporate law, litigation, and reputational markets. He is also a co-author with host Matteo Gatti on ongoing work about ideological shareholder litigation.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.LinksThe Profit Motive by Stephen Bainbridge (Cambridge University Press 2023)Corporate Power and the Politics of Change by Matteo Gatti (Cambridge University Press)Director Primacy: The Means and Ends of Corporate Governance, by Stephen BainbridgeThe Business Judgment Rule as Abstention Doctrine, by Stephen BainbridgeMission Critical ESG and the Scope of Director Oversight Duties by Roy Shapira (2022)Conceptualizing Caremark by Roy Shapira (2024)Dodge v. Ford Motor Co., 170 N.W. 668 (Mich. 1919)eBay Domestic Holdings, Inc. v. Newmark, 16 A.3d 1 (Del. Ch. 2010)In re Caremark International Inc. Derivative Litigation, 698 A.2d 959 (Del. Ch. 1996)Shlensky v. Wrigley, 237 N.E.2d 776 (Ill. App. Ct. 1968)Strategic CEO Activism in Polarized Markets by Shubhashis Gangopadhyay and Swarnodeep Homroy (2020)Saints and Sinners: How Does Delaware Corporate Law Work? by Edward Rock (1996)Other EpisodesCorporate Governing and the Role of Shareholder Primacy with Ann Lipton – EP. 4 in Corporate Power and the Politics of Change with Matteo Gatti