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
Acknowledgements
Overview of the book
Author biography
Introduction
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
Background
Shareholder Primacy Model
Stakeholder Theory
Shareholder Voice
Workers’ Rights
Anti-sweatshop movement and Supply Chain Management
"Hard law" versus "soft law"
Governance
The Intersection of CSR and Workers’ Rights
Ratcheting Labour Standards
Reflexive Labour Law
Self-regulation
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
UNGC
Codes versus Certifications
The purpose of shareholder proposals
Making the Corporation "Moral"
Activism
Consumer autonomy
The corporation and developing countries
Certification schemes
FSC
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
Governance
Corporations as Citizens
The Future for Workers’ Rights
Bibliography for Chapter Five
Index
Biography
Vanisha H. Sukdeo is a Course Instructor of Law at Osgoode Hall Law School, York University, Canada.
