Roberto Tallarita, Hohfeld in the Boardroom, Yale Journal on Regulation (forthcoming 2026).
Abstract: For nearly a century, debates over corporate purpose have framed the issue as a clash between two contested visions: Should corporations maximize profits, or should they pursue broader social goals? This Article argues that this conventional framing obscures the true nature of the dispute. Using Wesley Hohfeld’s map of rights, duties, privileges, and no-rights, I argue that the corporate purpose debate is fundamentally about the scope and design of managerial privilege, rather than abstract commitments to shareholders or stakeholders. The Article offers a set of “critical questions” that any proposal for corporate purpose reform should address to make itself legible, assessable, and comparable within a Hohfeldian framework, and employs these questions to examine three recent, influential proposals for stakeholderist reform. The analysis reveals that proposals for stakeholder-oriented reform often fail to constrain managerial privilege, while resting on risky empirical bets about corporate actors’ benevolence.