1st Edition

Corporate Law, Codes of Conduct and Workers’ Rights

ISBN 9780367181727
Published June 16, 2019 by Routledge
154 Pages

USD $160.00

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Book Description

This book critically explores how increased regulation and governance of corporations can be used to help improve the rights of workers amidst an era of union decline.

The book posits that soft law techniques such as codes of conduct are more effective in protecting workers than "hard law" i.e. domestic regulation. It starts by analysing the transnational regulation of corporations and codes of conduct, and then puts forward a model code of conduct that can be used by corporations to help increase the protection of workers. Through this model's use of a monitoring scheme, shareholders, activists, and NGOs put pressure on the corporation to reform itself and enact a code which has obligations flowing both ways between the corporation and its employees. The book then looks at the expansions of fiduciary duties and changes to corporate governance, including Benefit Corporations and how they can be used to increase the rights of workers. It then discusses changes to standard union contracts before concluding with an assessment of the best way forward for workers’ rights.

By providing a new contribution to the current dialogue on corporate social responsibility and codes of conduct, this book will be a valuable resource for academics working on labour, employment, and business law as well as corporate lawyers.

Table of Contents

Table of Contents

List of tables


Overview of the book

Author biography


Background of the Problem

Purpose of the Study

Theoretical framework

Theory of the Firm - how does the corporation function?

Nexus of Contracts

Definition of Terms


Shareholder Primacy Model

Stakeholder Theory

Shareholder Voice

Workers’ Rights

Anti-sweatshop movement and Supply Chain Management

"Hard law" versus "soft law"


The Intersection of CSR and Workers’ Rights

Ratcheting Labour Standards

Reflexive Labour Law


Private Regulation

Current Canadian scheme

Activists and targets

Bibliography for Chapter One

Chapter Two - Codes of Conduct

Shareholder-focused governance

The divergent paths of corporate law and labour law

Origins of the corporation and the corporate shield

Amendments to the CBCA

Shareholder Primacy Model

Corporations as Citizens

Governance gap? Or governance gaping hole?

Empirical Studies

How are codes implemented?

Codes - Corporation A, Corporation B, and Corporation C

Corporation A

Corporation B

Corporation C

Increasing labour standards on a worldwide level

Model Code of Conduct

Bibliography for Chapter Two

Chapter Three - Changes to Corporate Governance

Expansion of Fiduciary duties

Summary of Peoples

Summary of BCE

The CBCA and Directors’ Duties

New corporate forms of organization - Benefit Corporations

Fiduciary Duties

What comes after Peoples and BCE?

Ethical Consumption

International regulation

Actual Impact on the Ground

Codes of conduct versus IFAs

Greenwashing, or failure to have actions that back up claims

Globalization and self-regulation

Being co-opted/selling out

Bibliography for Chapter Three

Chapter Four - Changes to Standard Union Contracts

The Importance of Freedom of Association and Collective Bargaining


Codes versus Certifications

The purpose of shareholder proposals

Making the Corporation "Moral"


Consumer autonomy

The corporation and developing countries

Certification schemes


Other Monitoring Agencies besides WRC and FLA

Companies that sell sweatshop-free apparel

Criticism of CSR

Bibliography for Chapter Four

Chapter Five – Concluding Chapter

My model Code of Conduct

Fiduciary duties

Shareholder proposals

Transnational Governance

The corporation and developing countries


Corporations as Citizens

The Future for Workers’ Rights

Bibliography for Chapter Five




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Vanisha H. Sukdeo is a Course Instructor of Law at Osgoode Hall Law School, York University, Canada.