Abstract

This paper puts forward an argument for stakeholder rights. It begins by exploring two major answers to the question, 'in whose interests should the commercial company function?'. One claims parity for other stakeholders alongside the shareholder on the basis of a theory of property rights, and another on a theory of citizenship. Each of these answers, it is argued, fail to convince. The way forward is to recast the initial question, not asking in whose interest the company should function, but which type of interest, potentially located in any sort of person, might the company serve. That interest is identified and distinguished from others that people affected by corporations might have. These distinctions then provide the basis for an argument in favour of enfranchising two sorts of individual: sovereign stakeholders, in charge of monitoring the formulation and revision of company objectives; and secondary stakeholders, who along with those in the first category monitor the means used to achieve those objectives.The paper concludes that these distinctions should lead us to reconsider other elements in the corporate governance debate, such as the nature of a director's fiduciary duty; and the difference between democracy in corporations and democracy in the wider society.