Chapter 1 examines the evolving phenomenon of corporate governing, distinguishing between two forms: government substitution, where corporations fill gaps left by public institutions, and corporate socioeconomic advocacy, where firms engage in public discourse on contested issues. Section A traces the historical arc of corporations taking on public functions, particularly under external pressure during the Progressive and Civil Rights eras. Section B surveys the landscape of contemporary initiatives – spanning racial equity, women’s and reproductive rights, LGBTQ+ advocacy, climate, voting rights, and gun control – and highlights both prosocial and conservative forms of corporate governing. It illustrates how firms like JPMorgan Chase, Apple, and Microsoft have acted on these fronts, and how some like Meta and Amazon have scaled back in the face of political resistance. Section C considers the growing conservative backlash – accelerated by recent legal developments and federal political shifts – and evaluates whether corporate governing is in retreat or undergoing recalibration. The chapter captures the scope, complexity, and volatility of this corporate transformation.

Chapter 3 provides a legal analysis of corporate governing, concluding that it poses minimal challenges under traditional corporate law. It introduces a framework for assessing corporate actions and focuses on two forms: government substitution and corporate socioeconomic advocacy. Courts have treated government substitution as a matter of business discretion, protected by the business judgment rule. Socioeconomic advocacy, while more politically charged, is likewise shielded – reinforced by Simeone v. The Walt Disney Company, where the Delaware Chancery Court denied a shareholder inspection request tied to Disney’s opposition to Florida’s “Don’t Say Gay” law. The decision reflects Delaware courts’ reluctance to intervene in corporate political speech absent credible evidence of fiduciary breaches. Although director liability under Caremark has expanded in other contexts, courts have shown little interest in extending it to political risk absent clear legal violation or egregious facts. That said, legal exposure remains in adjacent domains – particularly securities fraud and ESG/DEI compliance – where heightened regulatory and political scrutiny continues to evolve.

Chapter 4 explores the normative foundations of corporate governing by addressing four central questions: whether there is a business case for it, whether it is strategically sound, whether it benefits social activists and society, and whether it poses risks to democracy. The analysis suggests that corporate governing may enhance firm value, depending on factors like authenticity, stakeholder alignment, and market context. Strategically, it is a voluntary choice, often undertaken with risk assessments in place, though not immune to backlash. While some firms benefit, others may falter, but absent clear evidence of systemic harm, business-based objections are difficult to sustain. The chapter then considers whether corporate governing serves broader social goals. Activists are capable of evaluating the risks of collaboration, and the societal impact should be judged pragmatically, based on outcomes. Finally, the chapter addresses the political dimension – specifically, the democratic risks of delegating public functions to private actors with limited accountability.