1st Edition

Corporate Law, Codes of Conduct and Workers’ Rights

By Vanisha Sukdeo Copyright 2020
    154 Pages
    by Routledge

    154 Pages
    by Routledge

    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

    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



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