Jurisprudential Study Of Corporate Social Responsibility

Corporate Social Responsibility is the obligation for the corporation to maintain and enhance social benefit besides the duty to pursuit profit-maximum for the stockholders. The project of Corporate Social Responsibility is not only a hot topic of conversation, but also a problem of conceptual comprehension of conventional laws. This problem is of both theory and practice, hence the tight combination of the abstract and the concrete. To make clear the project, the most fundamental methods in legal philosophy of branches law were applied in this paper including linguistic-analysis, value-analysis, reflexive approach, etc. This thesis is to be developed in such a logical order as follows. Firstly, explain what Corporate Social Responsibility is. Secondly, offer an answer to the question why it is legitimate to acknowledge Corporate Social Responsibility. Thirdly, demonstrate the significance of the mentioned acknowledgement to the traditional corporation concept. And finally, propose how Corporate Social Responsibility is to be normalized and raised to an element of company laws. Based on such a logical order, this thesis is divided into four parts,in-cluding a total of six chapters. In PartⅠlies the prepositional introduction and explanation of Corporate Social Responsibility (Chapter 1) to make clear ⑴what Corporate Social Responsibility is and what it mainly consists of; ⑵what the legal characteristics of Corporate Social Responsibility are. Part Ⅱoffers the answer to the prepositional question: how did Corporate Social Responsibility emerge on stage and what is its rationality? (Chapters 2, 3, and, 4). This part studies the ideological resources of the emergence of Corporate Social Responsibility with emphasis on the theoretical illustration of its rationality from the perspective of company laws and the justification that there lies in Corporate Social Responsibility certain value of justice and efficiency. Part Ⅲ(Chapters 5) analyzes the impact of Corporate Social Responsibility and the co-existence with traditional corporation concept on the ground of acknowledging that the corporation has its own social responsibility (Chapter 5), Part Ⅳ(Chapter 6) puts forward a proposal to the legal realization of Corporate Social Responsibility. Chapter 1 Introduction to Corporate Social Responsibility The origin and development of Corporate Social Responsibility It began with the debate between two American economists in 1930s, E. Merrick Dodd and Adolf A. Berle, on the nature and functions of the corporation based on susceptive and reflexive speculation. The debate underwent continuous argument and discrimination in the theory circle, and became inclined to Dodd's opinion at last. Up to late 1980s, in order to solve the social problems caused by the "hostile take over"between corporations, the state congress of Pennsylvania modified its company law concerning with Corporate Social Responsibility in 1989, thus driving a "tide"in which similar modification took place in other 29 states of the United States. Therefore, Corporate Social Responsibility was eventually prescribed in legislation.Up to date, the development of Corporate Social Responsibility has maintained such achievements as "Productive discipline Movement"with international corporations as the primary carrier, the establishment of an international criterion for Corporate Social Responsibility within the whole world, and the "Social Responsibility Investing Movement"with the voluntary practice of big international corporations as support to the investors who first promoted the movement. The legitimate definition of Corporate Social Responsibility Based on the illustration and evaluation of the existing concept of Corporate Social Responsibility, and on the study of various theories, the author states that Corporate Social Responsibility is the obligation for the corporation to maintain and enhance social benefit besides the duty to pursuit profit-maximum for the stockholders. The characteristics and the content of Corporate Social Responsibility Corporate Social Responsibility is a responsibility of social solidarity and positiveness with its non-stockholders as the target and the corporation itself and its controller as the carrier. The content of Corporate Social Responsibility is a unity of legal and moral obligation. It in contemporary times mainly consists of such responsibilities as that to the employees, to the debtors, to the consumers, to the environment, to the community in which the corporation is located, and the charitable responsibility to the society. Chapter 2 The ideological resources of Corporate Social Responsibility In this chapter the author discusses the fundamental and motivating resources of the development of Corporate Social Responsibility from the view of jurisprudence. The establishment of social benefit concept is the most significantresource. The author realized, after analyzing view of interest utilitarianism and view of social legal theory, that some opinions in the theory on the independence of social benefit find their perfect match in the value and definition of Corporate Social Responsibility. For instance, "initiate society standard yet not drive it to absoluteness in the meantime; put stress upon social relation and social co-operation; regard the balance and development of both individual interests and social benefit as the ultimate concern of the law."The movement of ownership-socialization promoted the emergence of Corporate Social Responsibility. Along with the negative consequence due to the insisting of entire freedom of ownership, came the ideological trend of ownership-socialization which finally found its expression in legislation and paved the way with proper atmosphere for the putting forward of the concept "Corporate Social Responsibility"and its wide spread. The generating of the definition and legal register of Social Laws proved to be a sound contribution to the emergence of Corporate Social Responsibility,including the viewpoint of "social disadvantage group protection", the trend of morality legalization, and Social Justice Theory in the field of social distribution. The theory and practice of "state intervention"in economic activities are also concerned. State intervention not only offered the background for the generation of Corporate Social Responsibility, but also ensured the legal expression of it through prescribing that the corporation ought to set up legislations on its social responsibility. The rise of economic ethical theory also contributed greatly to the research of Corporate Social Responsibility and its development. Rooted in the same field, the theory of Corporate Social Responsibility also became one important target in economic ethical theory while the research methods andconclusion of the latter provided the former with a rich ideological resource. Chapter 3 The legal ground of Corporate Social Responsibility The nature of the corporation.The corporation is a social legal entity with ever-growing publicity. Therefore, it is legitimate for the corporation to shoulder the responsibility to its members. The functions of the corporation.The corporation is not a pure economic organization since the very day of its birth. It has certain political and social functions in different developing stages. Its changing is no more than this: along with the readjustment of the company laws, some functions are wiped off while others are stressed in certain periods. Based on this, the economic function gradually got its establishment and consolidation. Nevertheless, the rest functions of the corporation should not be overlooked in the meantime. The inner structure of the corporation. With the changing of the corporation's scale came the shift of stockholder-controllership that is based on the theory of Classical Economics. Thus emerged "corporate controllership shifting theory", that is, the answer to the question who is the real owner of the corporation is inclined to be the interested parties with stockholders included. The powers of the corporation. The corporation today plays a key role in the developing of market through its commercial power, and it also goes into people's political life, thus having great influences in such fields as science and technology, education, culture, art, etc. In the meantime of its self-development, however, enormous social problems appeared on the scene. Therefore, the corporation must perform its social responsibility in accordance with the right it enjoys. The social position of the corporation. The corporation should response to social demands now that it is a social organization. And the establishment of the corporation's image cannot be separated from its contribution to thesociety as well. Therefore, there must be readjustment in the focus of corporate benefit. Chapter 4 The value justification of Corporate Social Responsibility In Corporate Social Responsibility lies justice.The justice of Corporate Social Responsibility finds its expression in the policy of treating material capital and human capital equally, in the acknowledgement and respect to human subjectivity and in the attitude when dealing with the problem of exterior effects, and it must be proved through the emphasis on the concurrent development of the corporation and social members. There is efficiency in Corporate Social Responsibility.Corporate Social Responsibility is of great help in arousing the enthusiasm of all parties and participants; it is the source for the corporation to achieve multi-faceted efficiency; it stresses on the respect to human capital, thus securing enough creativity; it emphasized that the commission cost can be lowered when interested parties participate in company management, thus benefiting the realization of a righteous view of efficiency. There is order in Corporate Social Responsibility.Corporate social responsibility complies to social-orientation order ,and its promoting effects on order perform as following:establishing the interest order between stockholder and stakeholder ;promoting to set up commercial credit order ;aiding to realize global order of resources . Chapter 5 The re-construction of the company law theory from the perspective of Corporate Social Responsibility The re-location of company objectives with emphasis on both profit making and social responsibility performance. Under today's proposition of "human beings'universal commercialization", the concepts of commercial subject and commercial activity have lost their ground. Moreover, it is still theway of thinking of "separation of civil law and commercial law"to define the corporation's specialty by the profit-making criterion, thus unable to conform to the realities in modern life. In addition, the profit-making criterion cannot adapt to the separation of ownership and controllership. Moreover, the regard of this criterion as the single objective has brought enormous social problems. Therefore, emphasis should be placed upon the construction of proper systems to secure the interaction of Corporate Social Responsibility and the profit-making objective. The location of the corporation's aim as being the unity in fulfilling the social benefit and the stockholders'interests. The conventional theory of "profit-maximum for stockholders"cannot justify itself and finds difficult to realize the maximum profit due to its entirely basing on market and its negation of other parties'interests. Therefore, there is necessity to construct and perfect various laws and legislations in order to achieve a concurrent growth of interests of stockholders and interested parties. Chapter 6 The legalization of Corporate Social Responsibility The rationality and necessity of the legal normalization of Corporate Social Responsibility. The legal practice of Corporate Social Responsibility in European and American countries. In Britain and American , emphasis is placed upon the construction of legal systems to inspire and secure the company's participation in public activities. And the practice of Corporate Social Responsibility began with the vesting to corporate administrators of rights in the field of company laws as to perform social acts like donation on behalf of the corporation. This asserted influences on relational fields of law (the most crucial being tax law) and led to the publishing of a series of laws. Finally the "interested party clause"wasfixed. While in European countries, the Corporate Social Responsibility Movement is quite another story with the construction of corporate interior management as the direction and the employee's participating system as the key task. The urgency for our companies to perform Corporate Social Responsibility and the problems we are facing The author gives her proposal in this section for the legalization of Corporate Social Responsibility, that is, to make it a basic legal principle of company laws and be incarnated in a general clause. The practicality of this proposal lies in 《The Company Law of People's Republic of China Amended Draft》submitted on Dec. 28th, 2004, to discussion in the People's Congress, in which it is prescribed that the corporation must perform its social responsibility. In addition to legislation, the existing legal resources must be integrated so that the performance of Corporate Social Responsibility could be fulfilled and expected results be realized. Finally comes the conclusion part of this thesis in which Corporate Social Responsibility is re-emphasized as a significant project in corporation conceptual reforms because it re-defined company objectives and regarded the company as the source of global and social benefit. Thus the study of Corporate Social Responsibility is one related to social justice as social responsibility itself is to transcend the request of individual justice in order to express the ideology and reality of the mankind as a whole.