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Mark J. Roe, Why Shareholder-Driven Corporate Social Responsibility Failed, SSRN (Mar. 3, 2026).


Abstract: Pressure from the new, large, economically-powerful institutional shareholders, like BlackRock, for more corporate social responsibility-on issues like climate change, the environment, and justice-became a major feature of the corporate landscape in this century, with much hope for its success. That hope arose because incentives emanating from America's shareholding structure had shifted when firm-by-firm investments by large shareholding institutions evolved to market-wide, across-the-economy investments in very large portfolios. Institutional investors of this sort no longer picked stocks; they invested broadly across the stock market and the American economy. Investors with across-the-economy ownership had more reason to make their companies internalize externalities; if one firm in the portfolio profited at the expense of another firm, the new investor's profit in one would be offset by the loss in the other firm. And turning from government regulation to private pressure was needed, said many analysts and activists, because of our broken government. The new institutional investor class could door at least help to do what government had not. That new shareholder class indeed bought into the new corporate social responsibility playbook and pressed corporate America for more socially responsible action. That effort failed in the first half of this decade; here we analyze the effort's legal and political premises to see why its odds of success were daunting from the start, with the early hopes for success unrealistic. Its political failure was embedded in its foundational premise, namely the starting thought that dysfunctional government by itself left, and still leaves, a large opening for transformational, shareholder-induced CSR. That premise was as largely unquestioned thus far as it was incorrect-incorrect because the political forces that defeated direct governmental action constituted latent political forces that could, and did, galvanize political players into action to defeat and reverse the 2010s' private CSR successes-once they became prominent.