Corporate Power and the Politics of Change

In the autumn of 2023, as war broke out between Israel and Hamas, a team inside Meta had to decide post by post — in real time — which images of the conflict billions of people would see. A year later, after the killing of a United Healthcare CEO on a Manhattan sidewalk, the country found itself arguing about something far less visible: the algorithms deciding which insurance claims get paid. Neither was a political decision in the usual sense. Both were business decisions — content moderation, claims processing — and both turned out to be social policy made at a scale no legislature could match. So who should make these calls, and how? Shareholders cannot tell us because shareholders no longer agree on anything. Stakeholder theory cannot tell us either, because it names the interests without telling us how to weigh them. And yet some of the world's leading companies have quietly built machinery for exactly this problem — with rules, procedures, and review borrowed from the way governments work. In this…

What is a corporation? Where is it? Whom does it serve? And who, in the end, governs it? These are not abstract philosophical puzzles — they are the questions on which the entire architecture of corporate rights and accountability rests. Elizabeth Pollman has spent two decades building frameworks that answer them, and each framework has become a term of art the field now depends on: the derivative nature of corporate constitutional rights, the pro-business paradox, the corporate governance machine, and most recently, the engines of external governance. In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and the Politics of Change) traces Pollman's intellectual arc from corporate personhood through Citizens United, from the Supreme Court's treatment of multinational corporations through the rise and fall of ESG, and from the machine that converts social concerns into shareholder value to the nonprofits — left and right — that feed it from outside. The…

Corporate America spent a decade becoming an activist. It took sides on guns, climate, race, and voting rights. Some of it produced real change — the partial repeal of North Carolina's bathroom bill, the congressional ban on mandatory arbitration for sexual harassment claims, a federal Juneteenth holiday. Then, after the 2024 election, it stopped fast. The reversal was not strategic; it appeared panicked, poorly coordinated, and in many cases created new legal and governance problems that companies hadn't anticipated — DEI language scrubbed from filings in ways that generated fresh disclosure risks, commitments abandoned without assessing what was owed to the employees and investors who had been told these were core corporate values. In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and the Politics of Change) revisits the case for corporate activism with two scholars who helped build it. Tom Lin (Temple University's Beasley School of Law) is the author…

Citigroup imposes gun purchase rules stricter than most state laws. Disney fights the Florida governor over legislation. Corporations, for a decade, decided they had something to say about politics. But something else has been happening in the opposite direction: Paramount's backers called the White House when competing for a merger approval. Palantir's CEO publicly embraced the current administration while his company's federal contracts expanded. This is not corporations shaping politics — it is politics shaping corporations, rewarding loyalty and manufacturing dependence. Reilly Steel's new paper "Systematic Corruption" maps the structural logic of that second dynamic. His argument is that what looks like political pressure on business is in fact a recognisable historical pattern — one that defined much of the early American republic and that earlier generations of reformers worked hard to dismantle. The conversation covers both the diagnosis and the reform toolkit, then turns to Steel's empirical work…

What if decades of debate about capitalism have been conducted at the wrong level? Most critiques of markets focus on outcomes, inequality, environmental damage, stagnant wages, and most reform proposals reach for public law to fix them. Katharina Pistor's argument, developed in The Code of Capital and now extended in The Law of Capitalism and How to Transform It, is that both the diagnosis and the cure have been misaimed. The outcomes are downstream of private law: the contracts, property rights, and corporate structures that code wealth upward while remaining largely invisible to democratic politics. Host Matteo Gatti brings his own thesis into direct dialogue with Pistor's. His book Corporate Power and the Politics of Change documents what happens when political gridlock pushes corporations into the governing role. Pistor's book goes one level deeper — asking why the legal system is built to concentrate private power in the first place, and why public law interventions keep failing to change that. The…

For a moment in the 2010s, the stars seemed aligned. BlackRock, managing over $14 trillion in assets, was telling every major CEO on the planet that climate was an existential risk and corporations had to act. The Business Roundtable declared that shareholder primacy was over. Hundreds of companies updated their purpose statements, hired sustainability officers, and made public commitments. Then, in a matter of years, almost all of it reversed. Mark Roe's argument is that this was not bad luck or bad timing. The failure was written into the premise from the start. Host Matteo Gatti's book Corporate Power and the Politics of Change documents how corporations stepped into spaces governments had vacated. Roe's new paper explains why that private route was always going to be blocked: the same political forces that prevented Congress from acting on climate were lying in wait for the private route as well. The conversation traces this argument from Roe's foundational 1998 backlash thesis through his 2021 work on…

Companies that dismantled their DEI commitments after the 2024 election believed they were managing risk. Veronica Root Martinez argues they were doing the opposite. The rapid retreat from DEI — executive order compliance, scrubbed disclosures, reversed hiring pledges — reflects a fundamental misunderstanding of what kind of risk DEI actually is. It is not a political risk that disappears when the political winds shift. It is an enduring governance risk, one that has simply changed shape. Host Matteo Gatti, whose book Corporate Power and the Politics of Change documents how corporations stepped into contested political spaces in the first place, brings the natural follow-up question: now that they are stepping back, what are they getting wrong, and what should boards actually be doing instead? Veronica Root Martinez is the Simpson Thacher & Bartlett Distinguished Professor of Law at Duke University School of Law and a Research Member of ECGI. She is the author of Building an Effective Ethics and Compliance…

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…

For decades, the shareholder proposal has been the primary channel through which investors can signal their priorities tocorporate management. It doesn't force anyone to do anything — but it creates a public record, produces a vote, and in practice carries real weight. Now that mechanism, along with much of the broader shareholder engagement ecosystem, is under coordinated attack. In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and the Politics of Change) explores three questions: Why has corporate political engagement become so fraught? What do we actually know about how the shareholder proposal process works as a tool of political accountability? And what happens next, now that the entire infrastructure is under pressure? Jill Fisch (University of Pennsylvania Carey Law School) brings the doctrinal and empirical lens, drawing on three co-authored papers — a 2024 diagnosis of what she and Jeff Schwartz call "political posturing," a 2026 framework for…

Most S&P 500 CEOs are Republican donors. Yet for the better part of a decade, the statements coming out of corporate America have leaned overwhelmingly Democratic. Is that hypocrisy, ideology, or something more calculated? In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and the Politics of Change) brings together two economists who have beenstudying exactly this question from different angles. Swarnodeep Homroy (University of Groningen / University of Southampton) finds that CEO activism is largely strategic — a rational response to an asymmetric, polarised consumerlandscape. Elisabeth Kempf (Harvard Business School) finds that partisan corporate speech has, on average, generated negative stockreturns, and traces the phenomenon to a changing investor base rather than a shift in management ideology. Together, they reveal a considerably more complex picture than either the "woke capitalism" critique or its defenders tend to acknowledge. Swarnodeep Homroy…

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…