Edited by Elizabeth Pollman, Professor of Law, University of Pennsylvania Law School and Robert B. Thompson, Peter P. Weidenbruch Jr. Professor of Business Law, Georgetown University Law Center, US

• Contents:Corporate purpose and personhood: an introduction ixPART I JUMPING OFF POINTS FOR A NEW LOOKAT TRADITIONAL TOPICS1 What Jensen and Meckling really said about the public company 2Brian R. Cheffins2 Business purpose and the objective of the corporation 27Edward B. Rock3 A more equitable corporate purpose 47Veronica Root MartinezPART II SHAREHOLDERS VS. STAKEHOLDERS, BENEFITCORPORATIONS, AND ESG4 The “value” of a public benefit corporation 68Jill E. Fisch & Steven Davidoff Solomon5 Enlightened shareholder value, stakeholderism, and the quest formanagerial accountability 91Dorothy S. Lund6 The shareholder-stakeholder alliance: exposing the link betweenshareholder power and the rise of a corporate social purpose 109Lisa M. Fairfax7 ESG investing, or, if you can’t beat ’em, join ’em 130Ann M. Lipton8 Purpose in business association statutes: much ado about something(but not much) 148Brett McDonnell9 For whom is the corporation managed and what is its purpose?A stakeholder perspective based on the law of Delaware 165Cynthia A. WilliamsPART III BROADER THEORETICAL FOUNDATIONS FORGROUNDING VIEWS OF CORPORATE PURPOSE ANDPERSONHOOD10 Shareholder primacy is illogical 186Frank Partnoy11 The “franchise” view of the corporation: purpose, personality, public policy 201Saule T. Omarova12 Corporate personality, purpose, and liability 222Paul B. Miller13 Facts and values in corporate legal theory 240James D. NelsonPART IV CORPORATE PERSONALITY, POLITICS, AND RIGHTS14 Regulatory partitioning as a key function of corporate personality 263Mariana Pargendler15 Corporate personhood and the putative First Amendment right to discriminate 283Kent Greenfield & Daniel A. Rubens16 The corporation’s political purpose 299Sarah C. Haan17 Personhood, procedure and the endurance of corporate compliance 320Miriam H. BaerPART V LESSONS FROM COMPARATIVE AND INTERNATIONALSTUDY AND POSSIBLEWAYS FORWARD18 Beyond shareholder value: exploring justifications for a broadercorporate purpose 344Martin Petrin19 Lessons from India’s struggles with corporate purpose 362Afra Afsharipour20 Varieties of shareholderism: three views of the corporate purpose cathedral 386Amir N. LichtIndex

'What is a corporation, and what is its social and economic function? These questions about the ''purpose'' and the ''personhood'' of corporations go to the heart of many urgent problems in corporate law and finance, as well as in society’s choices about regulating corporations. Yet they are unsettled, and passionately debated, even among the experts. This collection of essays, solicited and edited by two superstars of the corporate law field, brings together work by 22 of the most well-respected senior scholars, and the brightest, up-and-coming junior scholars to explore these issues. Each brings unique insights from other related fields that illuminate whole new ways to parse and understand the personhood and purpose debates. This Handbook is a must read for anyone working on these issues!'