Irresponsible Corporate-Responsibility Rules

Abstract

A wave of legislative efforts in the first half of this decade, at both the federal and state levels, has steered corporations to engage in corporate social responsibility. At the national level, Congress is increasingly calling upon the Securities and Exchange Commission to promulgate specialized disclosure rules. The most notable example is Section 1502 of the Dodd-Frank Act, requiring publicly traded corporations to disclose their use of broadly defined “conflict minerals” in any products the corporations manufacture. At the local level, well over half the state legislatures have adopted benefit corporation statutes meant to encourage corporate directors to promote the public good.These two well-meaning phenomena appear congruent and their goals seem promising: superficially, the SEC’s specialized disclosure rules can be characterized as federal benefit corporation rules. Closer examination, however, reveals that the reasoning bolstering the state benefit corporation statutes, aimed more at symbolism than substance, undermines the likely effectiveness of the federal specialized disclosure rules. Comparison of the two models indicates that the federal rules yield substantial costs but speech of little value, little change in corporate behavior, and, consequently, little advancement of the social cause the rules target. Econometric analysis of first-year filings under the SEC conflict minerals regulations supports this apprehension, suggesting that the benefits of the federal benefit corporation rules are more illusory than actual. By over-promising and under-delivering, these federal corporate social responsibility rules are, in fact, irresponsible.