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instituting major corporate changes. While National
Steel worked with employees and the Weirton community to sell them its steel
plant when it became unprofitable for the company to operate (Lieber, 1995).
U.S. Steel chose only a few years earlier lo shut down its Youngstown. Ohio.
facility raiher than risk creating competition by selling it to its employees {USW
V. U.S. Steel Corp., 1980). a decision recently emulated by British Petroleum
regarding one of its refineries (Cooper. 1997)
This autonomy vis-a-vis stakeholders has not been altered by the rash of corporate
constituency statutes passed by the majority of state legislatures in recent
years (Fort, 1995).^ This result is not surprising considering that all but one of
these laws (the exception being Connecticut's') only permit directors to take the
284 BUSINESS ETHICS QUARTERLY
interests of customers, creditors, employees, or the community into consideration;
they do not compel such concern, and even Connecticut law does not create
a specific cause-of-action on which stakeholders can sue. Nor has any court extrapolated
such a right (Singer, 1993). While Maine's corporate constituency
law has been one of only three that has ever been cited by a court in finding in
favor of a managerial decision {Georgia Pacific v. Great Northern., 1989), seven
years later the same court could stiii assert that no Maine statutory or case law
aiiowed an employee or creditor to sue for breach of fiduciary duty {Tiernan v.
Barresi, 1996: p. 37).
The 100,000 complaints of age discrimination that have been filed with the
Equal Employment Opportunity Commission during this decade also support
this conclusion. Although a sizable fraction resulted from either downsizing or
reorganization following a merger or acquisition (Grimsiey, 1997), not a single aggrieved
worker has sued on the basis of a corporate constituency statute. Given the
numbers involved, it seems highly implausible that no attorney wouid have attempted
to sue on these statutes if there was a reaiistic hope that these statutes might be used
to challenge, as well as defend, the policies pursued by corporate management.
It is perhaps not surprising, then, that the three instances where such statutes
have been used in appellate decisions all involved directors resisting takeover
bids. Even here, these statutes provided only secondary support for a more centrai
justification. This supporting roie is demonstrated by the way each court
introduced its use of the reievant stakehoider statute, using the words
"[f]urthermore" {Kayserv. Commonwealth National Financial Corp., 1987. p.
265), "[i]n addition" {Abrahamson v. Wadell 1992, p. 272), and "[t]his is particuiariy
so [in light ofthe stakeholder statute]" {Georgia Pacific Corp. v. Great
Northem Nakoosa Corp, 1992. p. 33). If constituency statutes have had any
impact, it has probably been the informal one of giving directors, who might be
confused regarding their legal obligations and possibly worried about personal
liability, a degree of legal cover for taking the interests of other stakeholders
into consideration (Lorsch. 1989).
The record of legisiation aimed to protect specific ciasses of stakeholders has
had a mixed record. In general, the more specific and less intrusive into managerial
decision making the legislation, the greater its eventual impact, in part becau