Corporate Power and the Politics of Change

About Corporate Power and the Politics of Change

Over the past decade, corporations have moved beyond business to become influential political actors, shaping debates on climate, civil rights, ESG, and stakeholder governance. Corporate Power and the Politics of Change, an ECGI podcast series accompanying my Cambridge University Press book, features conversations with leading scholars exploring the growing role of corporations in politics, governance, and democratic life. I hope these conversations are as stimulating for you as they were for me. Happy listening! — Matteo Gatti

Publisher

ECGI

Category

education

Language

en

Explicit

No

First episode

26 May 2026

Latest episode

21 Oct 2026

Latest episodes

11 episodes in the feed.

1. 

   21 Oct 2026

   Corporate Ordering: How Corporations Navigate Social Conflict with Stavros Gadinis

   In the autumn of 2023, as war broke out between Israel and Hamas, a team inside Meta had to decide post by post — in real time — which images of the conflict billions of people would see. A year later, after the killing of a United Healthcare CEO on a Manhattan sidewalk, the country found itself arguing about something far less visible: the algorithms deciding which insurance claims get paid. Neither was a political decision in the usual sense. Both were business decisions — content moderation, claims processing — and both turned out to be social policy made at a scale no legislature could match. So who should make these calls, and how? Shareholders cannot tell us because shareholders no longer agree on anything. Stakeholder theory cannot tell us either, because it names the interests without telling us how to weigh them. And yet some of the world's leading companies have quietly built machinery for exactly this problem — with rules, procedures, and review borrowed from the way governments work. In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and the Politics of Change) sits down with Stavros Gadinis (UC Berkeley School of Law), whose new book Corporate Ordering: How Corporations Navigate Social Conflict argues that corporations have become some of the most important places where our societies work through their conflicts — and that corporate law has barely noticed. Stavros Gadinis is the George R. Johnson Professor of Law at UC Berkeley School of Law and Faculty Director of the Berkeley Center for Law and Business, and a Research Member of ECGI. His prior work with Amelia Miazad on corporate law and social risk, and with Christopher Havasy on what public law can teach corporate governance, has shaped how scholars think about corporate legitimacy. His new book is Corporate Ordering: How Corporations Navigate Social Conflict (Cambridge University Press, 2026). His SSRN author page is at https://ssrn.com/author=591462 (https://ssrn.com/author=591462). Matteo Gatti (Host) is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the host of this podcast. Links Corporate Ordering: How Corporations Navigate Social Conflict (https://corporate-ordering.com/) by Stavros Gadinis (Cambridge University Press, 2026) Corporate Power and the Politics of Change (https://www.cambridge.org/core/books/corporate-power-and-the-politics-of-change/A5C3CA694602E106A83AAC0B4B43C591) by Matteo Gatti (Cambridge University Press, 2025) Corporate Law and Social Risk, (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3441375) Stavros Gadinis & Amelia Miazad, 73 Vanderbilt Law Review 1401 (2020) The Quest for Legitimacy: A Public Law Blueprint for Corporate Governance (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4081543), Stavros Gadinis & Christopher Havasy, 57 UC Davis Law Review 1581 (2024) Regulatory Entrepreneurship (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=2741987), Elizabeth Pollman & Jordan Barry, 90 Southern California Law Review 383 (2017) Private Government: How Employers Rule Our Lives (https://press.princeton.edu/books/hardcover/9780691176512/private-government?srsltid=AU7gw4WDWlkkxF8wt_H_PXyTujHWM3yrPjBwz9CDff4TVscmfS4K0YYd), Elizabeth Anderson (Princeton University Press, 2017) Related Podcasts Dissecting the Architecture of Corporate Power with Elizabeth Pollman (https://www.ecgi.global/publications/podcasts/dissecting-the-architecture-of-corporate-power-with-elizabeth-pollman) – ep. 10 in Corporate Power and the Politics of Change with Matteo Gatti Corporate Governing and Shareholder Voice with Jill Fisch and Tim Smith (https://www.ecgi.global/publications/podcasts/corporate-governing-and-shareholder-voice-with-jill-fisch-and-tim-smith) – ep. 3 in Corporate Power and the Politics of Change with Matteo Gatti Full podcast series: Corporate Power and the Politics of Change with Matteo Gatti | ECGI (https://www.ecgi.global/publications/podcasts/corporate-power-and-the-politics-of-change-with-matteo-gatti-0)

2. 

   13 Aug 2026

   Dissecting the Architecture of Corporate Power with Elizabeth Pollman

   What is a corporation? Where is it? Whom does it serve? And who, in the end, governs it? These are not abstract philosophical puzzles — they are the questions on which the entire architecture of corporate rights and accountability rests. Elizabeth Pollman has spent two decades building frameworks that answer them, and each framework has become a term of art the field now depends on: the derivative nature of corporate constitutional rights, the pro-business paradox, the corporate governance machine, and most recently, the engines of external governance. In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and the Politics of Change) traces Pollman's intellectual arc from corporate personhood through Citizens United, from the Supreme Court's treatment of multinational corporations through the rise and fall of ESG, and from the machine that converts social concerns into shareholder value to the nonprofits — left and right — that feed it from outside. The conversation ends where the hardest questions now live: in the uncharted governance territory of frontier AI. Elizabeth Pollman (https://www.law.upenn.edu/faculty/epollman) is the Perry Golkin Professor of Law at the University of Pennsylvania Carey Law School, co-director of its Institute for Law and Economics, and a Research Member of ECGI. She is one of the most influential corporate law scholars of her generation. Matteo Gatti (https://www.ecgi.global/network/our-members/matteo-gatti) is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the host of this podcast. Links Corporate Power and the Politics of Change (https://www.cambridge.org/core/books/corporate-power-and-the-politics-of-change/A5C3CA694602E106A83AAC0B4B43C591) by Matteo Gatti (Cambridge University Press, 2025) Citizens Not United: The Lack of Stockholder Voluntariness in Corporate Political Speech (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=2186305) by Elizabeth Pollman (119 Yale L.J. Online 53, 2009) The Derivative Nature of Corporate Constitutional Rights (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=2611299) by Margaret M. Blair & Elizabeth Pollman (56 William & Mary Law Review 1673, 2015) The Supreme Court and the Pro-Business Paradox (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4023594) by Elizabeth Pollman (135 Harvard Law Review 220, 2021) The Corporate Governance Machine (https://papers.ssrn.com/sol3/cf_dev/AbsByAuth.cfm?per_id=632604) by Dorothy S. Lund & Elizabeth Pollman (121 Columbia Law Review 2563, 2021) The Making and Meaning of ESG (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4219857) by Elizabeth Pollman (14 Harv. Bus. L. Rev. 403, 2024) Engines of External Governance (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=6377439) by Elizabeth Pollman & Mariana Pargendler (forthcoming in the Georgetown Law Journal, 2027) Regulatory Entrepreneurship (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=2741987) by Elizabeth Pollman & Jordan M. Barry (89 S. Cal. L. Rev. 383, 2017) Cases Citizens United v. Federal Election Commission, 558 U.S. 310 (2010) (https://supreme.justia.com/cases/federal/us/558/310/) Americans for Prosperity Foundation v. Bonta, 594 U.S. 595 (2021) (https://www.supremecourt.gov/opinions/20pdf/19-251_p86b.pdf) Nestlé USA, Inc. v. Doe, 593 U.S. 628 (2021) (https://www.supremecourt.gov/opinions/20pdf/19-416_i4dj.pdf) Trump v. Slaughter (2025) (https://www.supremecourt.gov/opinions/25pdf/25-332_qn12.pdf) Related Podcasts Corporate Governing and Shareholder Voice with Jill Fisch and Tim Smith (https://www.ecgi.global/publications/podcasts/corporate-governing-and-shareholder-voice-with-jill-fisch-and-tim-smith) – ep. 3 in Corporate Power and the Politics of Change with Matteo Gatti Corporate Governing and the Role of Shareholder Primacy with Ann Lipton (https://www.ecgi.global/publications/podcasts/corporate-governing-and-the-role-of-shareholder-primacy-with-ann-lipton) – ep. 4 in Corporate Power and the Politics of Change with Matteo Gatti After the Retreat: Can Corporate Activism Return? with Tom Lin and Aneil Kovvali (https://www.ecgi.global/publications/podcasts/after-the-retreat-can-corporate-activism-return-with-tom-lin-and-aneil) - ep. 9 in Corporate Power and the Politics of Change with Matteo Gatti

3. 

   13 Aug 2026

   After the Retreat: Can Corporate Activism Return? with Tom Lin and Aneil Kovvali

   Corporate America spent a decade becoming an activist. It took sides on guns, climate, race, and voting rights. Some of it produced real change — the partial repeal of North Carolina's bathroom bill, the congressional ban on mandatory arbitration for sexual harassment claims, a federal Juneteenth holiday. Then, after the 2024 election, it stopped fast. The reversal was not strategic; it appeared panicked, poorly coordinated, and in many cases created new legal and governance problems that companies hadn't anticipated — DEI language scrubbed from filings in ways that generated fresh disclosure risks, commitments abandoned without assessing what was owed to the employees and investors who had been told these were core corporate values. In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and the Politics of Change) revisits the case for corporate activism with two scholars who helped build it. Tom Lin (Temple University's Beasley School of Law) is the author of The Capitalist and the Activist, the most thorough account we have of how corporations and activists have learned to work together. Aneil Kovvali (Benjamin Cardozo School of Law) argued in "Stark Choices for Corporate Reform" that voluntary corporate action and external regulation are complements, not substitutes. Both are now reckoning with what the retreat reveals — and whether the case they made still holds. Tom C.W. Lin (https://law.temple.edu/contact/tom-lin/) is Professor of Law at Temple University's Beasley School of Law. He is the author of The Capitalist and the Activist: Corporate Social Activism and the New Business of Change (Stanford University Press), the leading scholarly account of how corporations and activist organisations interact and the conditions under which that relationship produces durable change. Aneil Kovvali (https://cardozo.yu.edu/directory/aneil-kovvali) is Associate Professor of Law at Benjamin N. Cardozo School of Law. His article "Stark Choices for Corporate Reform" argues that voluntary corporate action and external regulation are complements rather than substitutes. He is also working on a new project, Corporate Resistance, examining the extent to which and conditions under which corporations have resisted or cooperated with the second Trump administration's agenda. Matteo Gatti (https://www.ecgi.global/network/our-members/matteo-gatti) is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the host of this podcast. Links Corporate Power and the Politics of Change (https://www.cambridge.org/core/books/corporate-power-and-the-politics-of-change/A5C3CA694602E106A83AAC0B4B43C591) by Matteo Gatti (Cambridge University Press 2025) The Capitalist and the Activist: Corporate Social Activism and the New Business of Change (https://www.amazon.com/Capitalist-Activist-Corporate-Activism-Business/dp/1523091991) by Tom C.W. Lin (Berrett-Koehler Publishers , 2022) Stark Choices for Corporate Reform (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4067505) by Aneil Kovvali 2022 (Columbia Law Review, forthcoming) Corporate Resistance by Aneil Kovvali The Miscalculation of Corporate DEI Risk (https://www.ecgi.global/publications/working-papers/the-miscalculation-of-corporate-dei-risk) by Veronica Root Martinez and Lisa Fairfax, 2026 (University of Pennsylvania Law Review, forthcoming) Related Episodes Dissecting the DEI Reversal with Veronica Root Martinez (https://www.ecgi.global/publications/podcasts/dissecting-the-dei-reversal-with-veronica-root-martinez) – ep. 5 in Corporate Power and the Politics of Change with Matteo Gatti The Limits of Private Sector-led Reform with Mark Roe (https://www.ecgi.global/publications/podcasts/the-limits-of-private-sector-led-reform-with-mark-roe) – ep. 6 in Corporate Power and the Politics of Change with Matteo Gatti Corporate Governing and Shareholder Voice with Jill Fisch and Tim Smith (https://www.ecgi.global/publications/podcasts/corporate-governing-and-shareholder-voice-with-jill-fisch-and-tim-smith) – ep. 3 in Corporate Power and the Politics of Change with Matteo Gatti Dissecting the Architecture of Corporate Power with Elizabeth Pollman (https://www.ecgi.global/publications/podcasts/dissecting-the-architecture-of-corporate-power-with-elizabeth-pollman) – ep. 10 in Corporate Power and the Politics of Change with Matteo Gatti

4. 

   8 Jun 2026

   Politics in Corporations: Systematic Corruption with Reilly Steel

   Citigroup imposes gun purchase rules stricter than most state laws. Disney fights the Florida governor over legislation. Corporations, for a decade, decided they had something to say about politics. But something else has been happening in the opposite direction: Paramount's backers called the White House when competing for a merger approval. Palantir's CEO publicly embraced the current administration while his company's federal contracts expanded. This is not corporations shaping politics — it is politics shaping corporations, rewarding loyalty and manufacturing dependence. Reilly Steel's new paper "Systematic Corruption" maps the structural logic of that second dynamic. His argument is that what looks like political pressure on business is in fact a recognisable historical pattern — one that defined much of the early American republic and that earlier generations of reformers worked hard to dismantle. The conversation covers both the diagnosis and the reform toolkit, then turns to Steel's empirical work documenting the ideological transformation of American corporate elites over the past two decades — data that helps explain why corporations moved left on social issues, and what their recent retreat tells us about the limits of ideology as a driver of corporate behaviour. Reilly Steel (https://www.reillysteel.com/) is Associate Professor of Law at Columbia Law School, where he works at the intersection of corporate governance and political science. His article "Systematic Corruption" is forthcoming in the Columbia Law Review. His empirical article "The Political Transformation of Corporate America, 2001–2022" was published in the American Political Science Review (2025). His article "Lobbying Against Enforcement" is forthcoming in the Yale Journal on Regulation. Matteo Gatti (https://www.ecgi.global/network/our-members/matteo-gatti) is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the host of this podcast. Links: Systematic Corruption (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=6293758) by Reilly Steel, Columbia Law Review (forthcoming) The Political Transformation of Corporate America, 2001–2022 (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4974868) by Reilly Steel, American Political Science Review (2025) Lobbying Against Enforcement (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5005959) by Reilly Steel, Yale Journal on Regulation (forthcoming) Separation of Parties, Not Powers (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=890105) by Daryl Levinson and Richard Pildes, 119 Harvard Law Review 2311 (2006) Valuing Administrative Democracy (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5876144) by Brian Feinstein and Daniel Walters (2025) Corporate Power and the Politics of Change (https://www.cambridge.org/universitypress/subjects/law/corporate-law/corporate-power-and-politics-change) by Matteo Gatti, Cambridge University Press (2025) Other Episodes: The Economics of Corporate Governing with Swarnodeep Homroy and Elisabeth Kempf (https://www.ecgi.global/publications/podcasts/the-economics-of-corporate-governing-with-swarnodeep-homroy-and-elisabeth) - EP. 2 in Corporate Power and the Politics of Change with Matteo Gatti Corporate Governing and the Role of Shareholder Primacy with Ann Lipton (https://www.ecgi.global/publications/podcasts/corporate-governing-and-the-role-of-shareholder-primacy-with-ann-lipton) - EP. 4 in Corporate Power and the Politics of Change with Matteo Gatti

5. 

   8 Jun 2026

   Reforming the Law of Capitalism with Katharina Pistor

   What if decades of debate about capitalism have been conducted at the wrong level? Most critiques of markets focus on outcomes, inequality, environmental damage, stagnant wages, and most reform proposals reach for public law to fix them. Katharina Pistor's argument, developed in The Code of Capital and now extended in The Law of Capitalism and How to Transform It, is that both the diagnosis and the cure have been misaimed. The outcomes are downstream of private law: the contracts, property rights, and corporate structures that code wealth upward while remaining largely invisible to democratic politics. Host Matteo Gatti brings his own thesis into direct dialogue with Pistor's. His book Corporate Power and the Politics of Change documents what happens when political gridlock pushes corporations into the governing role. Pistor's book goes one level deeper — asking why the legal system is built to concentrate private power in the first place, and why public law interventions keep failing to change that. The conversation moves from structural diagnosis through a series of concrete reform proposals, none of which require an act of Congress. Katharina Pistor (https://www.ecgi.global/network/our-members/katharina-pistor) is the Edwin B. Parker Professor of Comparative Law at Columbia Law School, a Fellow and Research Member of ECGI, and the author of the bestselling The Code of Capital (Princeton University Press) and The Law of Capitalism and How to Transform It (Yale University Press). Matteo Gatti (https://www.ecgi.global/network/our-members/matteo-gatti) is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the host of this podcast. Links: The Law of Capitalism and How to Transform It (https://yalebooks.yale.edu/book/9780300282801/the-law-of-capitalism-and-how-to-transform-it/) by Katharina Pistor, Yale University Press (2025) The Code of Capital: How the Law Creates Wealth and Inequality (https://press.princeton.edu/books/hardcover/9780691178974/the-code-of-capital) by Katharina Pistor Princeton University Press (2019) Corporate Power and the Politics of Change (https://www.cambridge.org/universitypress/subjects/law/corporate-law/corporate-power-and-politics-change) by Matteo Gatti, Cambridge University Press (2025) Reconstituting the Code of Capital: could a progressive European code of private law help us reduce inequality and regain democratic control? (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4075004) by Martijn W. Hesselink, European Law Open (2022) Commodity Futures Modernization Act of 2000 (https://www.congress.gov/bill/106th-congress/senate-bill/3283) EU Directive 2004/25/EC on Takeover Bids (https://eur-lex.europa.eu/eli/dir/2004/25/oj/eng) EU Product Liability Directive, Council Directive 85/374/EEC (https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:31985L0374) Other Episodes: The Limits of Private Sector-led Reform with Mark Roe (https://www.ecgi.global/publications/podcasts/the-limits-of-private-sector-led-reform-with-mark-roe) - EP. 6 in Corporate Power and the Politics of Change with Matteo Gatti

6. 

   8 Jun 2026

   The Limits of Private Sector-led Reform with Mark Roe

   For a moment in the 2010s, the stars seemed aligned. BlackRock, managing over $14 trillion in assets, was telling every major CEO on the planet that climate was an existential risk and corporations had to act. The Business Roundtable declared that shareholder primacy was over. Hundreds of companies updated their purpose statements, hired sustainability officers, and made public commitments. Then, in a matter of years, almost all of it reversed. Mark Roe's argument is that this was not bad luck or bad timing. The failure was written into the premise from the start. Host Matteo Gatti's book Corporate Power and the Politics of Change documents how corporations stepped into spaces governments had vacated. Roe's new paper explains why that private route was always going to be blocked: the same political forces that prevented Congress from acting on climate were lying in wait for the private route as well. The conversation traces this argument from Roe's foundational 1998 backlash thesis through his 2021 work on corporate purpose and competition, and into his new account of why shareholder-driven CSR failed — arriving, finally, at the hardest question: if the state won't act and the private route is blocked, where does that leave reformers? Mark Roe (https://www.ecgi.global/network/our-members/mark-roe) is the David Berg Professor of Law at Harvard Law School and a Fellow of ECGI. Among the most influential corporate law scholars of his generation, his books — Strong Managers, Weak Owners (Princeton University Press, 1994) and Political Determinants of Corporate Governance (Oxford University Press, 2003) — established that politics, not legal rules alone, determines the shape of corporate governance across economies. His most recent book, Missing the Target: Why Stock Market Short-Termism Is Not the Problem (Oxford University Press, 2022), debunks one of the most durable narratives in corporate governance. His new article, "Why Shareholder-Driven Corporate Social Responsibility Failed," is forthcoming in the University of Pennsylvania Law Review. Matteo Gatti (https://www.ecgi.global/network/our-members/matteo-gatti) is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the host of this podcast. Links: Why Shareholder-Driven Corporate Social Responsibility Failed (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=6329838) by Mark Roe, University of Pennsylvania Law Review (forthcoming 2026) Corporate Purpose and Corporate Competition (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3817788) by Mark Roe, 99 Washington University Law Review 223 (2021) Backlash (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=11429) by Mark Roe, 98 Columbia Law Review 217 (1998) The Power of the Narrative in Corporate Lawmaking (https://hls.harvard.edu/bibliography/the-power-of-the-narrative-in-corporate-lawmaking) by Mark Roe and Roy Shapira, 11 Harvard Business Law Review 233 (2021) Missing the Target: Why Stock Market Short-Termism Is Not the Problem (https://global.oup.com/academic/product/missing-the-target-9780197625620?cc=lt&lang=en&) by Mark Roe, Oxford University Press, (2022) Strong Managers, Weak Owners: The Political Roots of American Corporate Finance (https://press.princeton.edu/books/paperback/9780691026312/strong-managers-weak-owners?srsltid=AfmBOooznYFNrkCI2mO4-RVL9Dge7aKcWaTNFhW2QY-w2mRknww1KPiJ) by Mark Roe, Princeton University Press (1994) Political Determinants of Corporate Governance (https://global.oup.com/academic/product/political-determinants-of-corporate-governance-9780199240746) by Mark Roe, Oxford University Press, (2003) Corporate Power and the Politics of Change (https://www.cambridge.org/universitypress/subjects/law/corporate-law/corporate-power-and-politics-change) by Matteo Gatti, Cambridge University Press, (2025) Other Episodes: Reforming the Law of Capitalism with Katharina Pistor (https://www.ecgi.global/publications/podcasts/reforming-the-law-of-capitalism-with-katharina-pistor) - EP. 7 in Corporate Power and the Politics of Change with Matteo Gatti

7. 

   8 Jun 2026

   Dissecting the DEI Reversal with Veronica Root Martinez

   Companies that dismantled their DEI commitments after the 2024 election believed they were managing risk. Veronica Root Martinez argues they were doing the opposite. The rapid retreat from DEI — executive order compliance, scrubbed disclosures, reversed hiring pledges — reflects a fundamental misunderstanding of what kind of risk DEI actually is. It is not a political risk that disappears when the political winds shift. It is an enduring governance risk, one that has simply changed shape. Host Matteo Gatti, whose book Corporate Power and the Politics of Change documents how corporations stepped into contested political spaces in the first place, brings the natural follow-up question: now that they are stepping back, what are they getting wrong, and what should boards actually be doing instead? Veronica Root Martinez (https://www.ecgi.global/network/our-members/veronica-root-martinez) is the Simpson Thacher & Bartlett Distinguished Professor of Law at Duke University School of Law and a Research Member of ECGI. She is the author of Building an Effective Ethics and Compliance Program (Edward Elgar, forthcoming) and a co-author of the articles discussed in this episode. Matteo Gatti (https://www.ecgi.global/network/our-members/matteo-gatti) is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the host of this podcast. Links: The Miscalculation of Corporate DEI Risk (https://www.ecgi.global/publications/working-papers/the-miscalculation-of-corporate-dei-risk) by Veronica Root Martinez and Lisa Fairfax, University of Pennsylvania Law Review (2026) Reframing the DEI Case (https://digitalcommons.law.seattleu.edu/sulr/vol46/iss2/7/) by Veronica Root Martinez, 46 Seattle University Law Review 399 (2023) Converging on Disclosure (https://www.ecgi.global/publications/working-papers/converging-on-disclosure) by Veronica Root Martinez and Emilie Aguirre, Duke Law Journal Online (2026) Equality Metrics (https://scholarship.law.duke.edu/cgi/viewcontent.cgi?article=6854&context=faculty_scholarship) by Veronica Root Martinez & Gina-Gail S. Fletcher, Duke Law Journal Online (2021) Disclosureland: How Corporate Words Constrain Racial Progress (https://www.cambridge.org/us/universitypress/subjects/law/socio-legal-studies/disclosureland-how-corporate-words-constrain-racial-progress) by Atinuke Adediran, Cambridge University Press (2026) Racial Rhetoric or Reality? Cautious Optimism on the Link Between Corporate #BLM Speech and Behavior (https://journals.library.columbia.edu/index.php/CBLR/article/view/9968) by Lisa M. Fairfax, Columbia Business Law Review (2022) Diversity as a Trade Secret (https://www.law.georgetown.edu/georgetown-law-journal/wp-content/uploads/sites/26/2019/07/Diversity-as-a-Trade-Secret.pdf) by Jamillah Bowman Williams, Georgetown Law Journal (2019) Corporate Power and the Politics of Change (https://www.cambridge.org/universitypress/subjects/law/corporate-law/corporate-power-and-politics-change) by Matteo Gatti, Cambridge University Press (2025) Other Episodes: The Law of Corporate Governing with Stephen Bainbridge and Roy Shapira (https://www.ecgi.global/publications/podcasts/the-law-of-corporate-governing-with-stephen-bainbridge-and-roy-shapira) - EP. 1 in Corporate Power and the Politics of Change with Matteo Gatti Corporate Governing and the Role of Shareholder Primacy with Ann Lipton (https://www.ecgi.global/publications/podcasts/corporate-governing-and-the-role-of-shareholder-primacy-with-ann-lipton) - EP. 4 in Corporate Power and the Politics of Change with Matteo Gatti

8. 

   26 May 2026

   The Law of Corporate Governing with Stephen Bainbridge and Roy Shapira Corporate Power and the Politics of Change with Matteo Gatti

   When a company halts sales of assault-stylerifles, pulls advertising from a controversial platform, or whose CEO takes to social media with a political opinion — is any of it legal? And if it goes wrong, who's liable? In this episode, host Matteo Gatti (https://www.ecgi.global/network/our-members/matteo-gatti) (Professor of Law at Rutgers Law School and author of Corporate Power and thePolitics of Change) sits down with two leading corporate law scholars to map the actual legal terrain of corporate political engagement. Together, they work through the doctrine in law school fashion — hypotheticals, edge cases, and all — to find where the law gives boards genuine latitude, where itconstrains them, and where the genuinely hard cases live. Stephen Bainbridge (UCLA School of Law) makes the case for shareholder wealth maximisation as both the law of the land and what the law ought to require. Roy Shapira (Reichman University, ECGI) brings a complementary lens, examining what happens when boards fail in their oversight duties — and whether ESG commitments, when they go wrong, can generate real legal exposure. Stephen M. Bainbridge (https://law.ucla.edu/faculty/faculty-profiles/stephen-m-bainbridge) is the William D. Warren Distinguished Professor of Law at UCLA School of Law. He is the author of several books on corporate law and governance, including The Profit Motive (Cambridge University Press), a defence of shareholder wealth maximisation in an era of stakeholderist advocacy. Roy Shapira (https://www.ecgi.global/network/our-members/roy-shapira) is Professor of Law at Reichman University, Mehrotra Visiting Professor at BU Business and Research Member of ECGI. His scholarship sits at the intersectionof corporate law, litigation, and reputational markets. He is also a co-author with host Matteo Gatti on ongoing work about ideological shareholder litigation. Matteo Gatti (https://www.ecgi.global/network/our-members/matteo-gatti) is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the host of this podcast. Links The Profit Motive (https://www.cambridge.org/core/books/profit-motive/66E8548AFF1B6C52C53232E04D90A3A0) by Stephen Bainbridge (Cambridge University Press 2023) Corporate Power and the Politics of Change (https://www.cambridge.org/core/books/corporate-power-and-the-politics-of-change/A5C3CA694602E106A83AAC0B4B43C591) by Matteo Gatti (Cambridge University Press) Director Primacy: The Means and Ends of Corporate Governance (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=300860), by Stephen Bainbridge The Business Judgment Rule as Abstention Doctrine (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=429260), by Stephen Bainbridge Mission Critical ESG and the Scope of Director Oversight Duties (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4107748) by Roy Shapira (2022) Conceptualizing Caremark (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4778827) by Roy Shapira (2024) Dodge v. Ford Motor Co., 170 N.W. 668 (Mich. 1919) (https://law.justia.com/cases/michigan/supreme-court/1919/204-mich-459-170-n-w-668-1919.html) eBay Domestic Holdings, Inc. v. Newmark, 16 A.3d 1 (Del. Ch. 2010) (https://law.justia.com/cases/delaware/court-of-chancery/2010/143440-1.html) In re Caremark International Inc. Derivative Litigation, 698 A.2d 959 (Del. Ch. 1996) (https://law.justia.com/cases/delaware/court-of-chancery/1996/13670-3.html) Shlensky v. Wrigley, 237 N.E.2d 776 (Ill. App. Ct. 1968) (https://law.justia.com/cases/illinois/court-of-appeals-first-appellate-district/1968/95-ill-app-2d-173-237-n-e-2d-776-1968.html) Strategic CEO Activism in Polarized Market (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3622605)s by Shubhashis Gangopadhyay and Swarnodeep Homroy (2020) Saints and Sinners: How Does Delaware Corporate Law Work? (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=10192) by Edward Rock (1996) Other Episodes Corporate Governing and the Role of Shareholder Primacy with Ann Lipton – EP. 4 (https://www.ecgi.global/publications/podcasts/corporate-governing-and-the-role-of-shareholder-primacy-with-ann-lipton) in Corporate Power and the Politics of Change with Matteo Gatti

9. 

   26 May 2026

   Corporate Governing and Shareholder Voice with Jill Fisch and Tim Smith

   For decades, the shareholder proposal has been the primary channel through which investors can signal their priorities tocorporate management. It doesn't force anyone to do anything — but it creates a public record, produces a vote, and in practice carries real weight. Now that mechanism, along with much of the broader shareholder engagement ecosystem, is under coordinated attack. In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and the Politics of Change) explores three questions: Why has corporate political engagement become so fraught? What do we actually know about how the shareholder proposal process works as a tool of political accountability? And what happens next, now that the entire infrastructure is under pressure? Jill Fisch (University of Pennsylvania Carey Law School) brings the doctrinal and empirical lens, drawing on three co-authored papers — a 2024 diagnosis of what she and Jeff Schwartz call "political posturing," a 2026 framework for reconciling corporate values with long-term economic value, and a 2025 empirical study of the political disclosure proposal ecosystem with Adriana Robertson. Tim Smith (Interfaith Center on Corporate Responsibility) brings more thanfifty years of practitioner experience pressing corporations on political and social behaviour — and, as this episode makes clear, is now helping to litigate the legal future of the proposal system itself. Jill Fisch (https://www.ecgi.global/network/our-members/jill-fisch) is the Saul A. Fox Distinguished Professor of Business Law at the University of Pennsylvania Carey Law School and a Research Fellow of ECGI. She is one of the most influential corporate law scholars of her generation. Tim Smith (https://www.sharedinterest.org/timsmith) is Senior Policy Advisor at the Interfaith Center on Corporate Responsibility (ICCR), where he supports work on responsible political engagement and the response to anti-ESG pressure. Previously he was Director of ESG Shareholder Engagement at Boston Trust Walden. He serves on the board of WestPath, the United Methodist Pension Board.He has been engaged in shareholder activism on corporate responsibility issues for over fifty years. Matteo Gatti (https://www.ecgi.global/network/our-members/matteo-gatti) is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the hostof this podcast. Links: Corporate Power and the Politics of Change (https://www.cambridge.org/core/books/corporate-power-and-the-politics-of-change/A5C3CA694602E106A83AAC0B4B43C591) by Matteo Gatti (Cambridge University Press) How Did Corporations Get Stuck in Politics and Can They Escape? (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4740866) by Jill E. Fisch & Jeff Schwartz (2024) Corporate Value(s) (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=6330239) by Jill Fisch & Jeffrey Schwartz (2026) Proxies for Politics (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5894542) by Jill Fisch & Adriana Robertson (2025) The Proxy Voting Choice Revolution (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5500098) by Alon Brav, Tao Li, Dorothy S. Lund & Zikui Pan (2025) Interfaith Center on Corporate Responsibility (ICCR) (https://www.iccr.org/) New ICCR Resource Spotlights Corporate Governance Failures By Companies Amid SEC Oversight Vacuum (https://www.iccr.org/new-iccr-resource-spotlights-corporate-governance-failures-by-companies-amid-sec-oversight-vacuum/) ICCR Issues New Report on Proxy Voting Records and Executive Compensation at Large Asset Managers (https://www.iccr.org/iccr-issues-new-report-on-proxy-voting-records-and-executive-compensation-at-large-asset-managers/) Center for Political Accountability / Zicklin Index (https://www.politicalaccountability.net/) Principles for Responsible Investment (https://www.unpri.org/) Other Episodes The Law of Corporate Governing with Stephen Bainbridge and Roy Shapira (https://www.ecgi.global/publications/podcasts/the-law-of-corporate-governing-with-stephen-bainbridge-and-roy-shapira) - EP. 1 in Corporate Power and the Politics of Change with Matteo Gatti The Economics of Corporate Governing with Swarnodeep Homroy and Elisabeth Kempf (https://www.ecgi.global/publications/podcasts/the-economics-of-corporate-governing-with-swarnodeep-homroy-and-elizabeth)EP. 2 in Corporate Power and the Politics of Change with Matteo Gatti

10. 

    26 May 2026

    Corporate Governing and the Role of Shareholder Primacy with Ann Lipton

    Delaware courts have written that shareholders are the only corporate constituency whose interests are an endrather than merely an instrument of the corporate form. Taken literally, that sounds almost sociopathic — as if the law instructs boards to treat employees, communities, and the environment as tools. Ann Lipton argues that reading is wrong. What that language is actually doing, she says, is issuing a disclaimer: a signal that corporate governance cannot be trusted to exercise social control over corporations, and that the regulatory work must happen elsewhere. It is acry for help. In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and the Politics of Change) sits down with Ann Lipton (University of Colorado Law School) to trace the legal architecture that made the ESG moment possible — and that made its unravelling, in some sense, inevitable. The conversation ranges from the legitimating logic of shareholder primacy, to the role of institutional investors as political actors, to Tornetta v. Muskand the dramatic transformation of Delaware law, to the question of whether any new legitimating narrative is now assembling to justify corporate power. Ann Lipton (https://www.ecgi.global/network/our-members/ann-lipton) is Professor of Law and Laurence W. DeMuth Chair at the University of Colorado Law School, and a Research Member of ECGI. She is one of the sharpest and mostconsistently provocative voices in corporate governance. She is also the host of the Shareholder Primacy podcast. Matteo Gatti (https://www.ecgi.global/network/our-members/matteo-gatti) is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the host of this podcast. Links: Corporate Power and the Politics of Change (https://www.cambridge.org/core/books/corporate-power-and-the-politics-of-change/A5C3CA694602E106A83AAC0B4B43C591) by Matteo Gatti (Cambridge University Press) The Legitimation of Shareholder Primacy (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5120765) by Ann Lipton (2025) Shareholder Primacy (https://www.freefloat.llc/shareholderprimacy/) podcast hosted by Ann Lipton and Mike Levin Why Shareholder-Driven Corporate Social Responsibility Failed (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=6329838) by Mark Roe (2026) Tornetta v. Musk, C.A. No. 2018-0408-KSJM (Del. Ch. Jan. 30, 2024) (https://law.justia.com/cases/delaware/court-of-chancery/2024/c-a-no-2018-0408-ksjm.html) Other Episodes: The Law of Corporate Governing with Stephen Bainbridge and Roy Shapira (https://www.ecgi.global/publications/podcasts/the-law-of-corporate-governing-with-stephen-bainbridge-and-roy-shapira) - EP. 1 in Corporate Power and the Politics of Change with Matteo Gatti The Economics of Corporate Governing with Swarnodeep Homroy and Elisabeth Kempf (https://www.ecgi.global/publications/podcasts/the-economics-of-corporate-governing-with-swarnodeep-homroy-and-elizabeth) – EP. 2 in Corporate Power and the Politics of Change with Matteo Gatti Corporate Values versus Value with Jill Fisch & Tim Smith (https://www.ecgi.global/publications/podcasts/corporate-governing-and-shareholder-voice-with-jill-fisch-and-tim-smith) - EP. 3 in Corporate Power and the Politics of Change with Matteo Gatti

11. 

    26 May 2026

    The Economics of Corporate Governing with Swarnodeep Homroy and Elisabeth Kempf

    Most S&P 500 CEOs are Republican donors. Yet for the better part of a decade, the statements coming out of corporate America have leaned overwhelmingly Democratic. Is that hypocrisy, ideology, or something more calculated? In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and the Politics of Change) brings together two economists who have beenstudying exactly this question from different angles. Swarnodeep Homroy (University of Groningen / University of Southampton) finds that CEO activism is largely strategic — a rational response to an asymmetric, polarised consumerlandscape. Elisabeth Kempf (Harvard Business School) finds that partisan corporate speech has, on average, generated negative stockreturns, and traces the phenomenon to a changing investor base rather than a shift in management ideology. Together, they reveal a considerably more complex picture than either the "woke capitalism" critique or its defenders tend to acknowledge. Swarnodeep Homroy (https://www.southampton.ac.uk/people/669y6f/professor-swarnodeep-homroy) is Associate Professor at the University of Groningen and the University of Southampton. His paper with Sebastian Gangopadhyay, "Strategic CEO Activism in Polarized Markets" (Journal of Financial and QuantitativeAnalysis), is a seminal empirical study of CEO activism. He has also co-authored work on corporate responses to January 6th and on partisan sorting in domestic supply chains. Elisabeth Kempf (https://www.hbs.edu/faculty/Pages/profile.aspx?facId=878441) is Associate Professor of Finance at Harvard Business School. Her research spans political economy, corporate governance, and finance. Matteo Gatti (https://www.ecgi.global/network/our-members/matteo-gatti) is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the host of this podcast. Links Corporate Power and the Politics of Change (https://www.cambridge.org/core/books/corporate-power-and-the-politics-of-change/A5C3CA694602E106A83AAC0B4B43C591) by Matteo Gatti (Cambridge University Press) Strategic CEO Activism in Polarized Markets (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3622605) by Swarnodeep Homroy & Sebastian Gangopadhyay (2020) Partisan Corporate Speech (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5249915) by Elisabeth Kempf & William Cassidy (2025) The Political Polarization of Corporate America (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4144734) by Elisabeth Kempf, Vyacheslav Fos & Margarita Tsoutsoura (2022) The Political Transformation of Corporate America, 2001-2022 (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4974868) by Reilly Steel (2024) Corporate Value(s) (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=6330239) by Jill Fisch & Jeff Schwartz (2026) The Business of the Culture War (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5694622) by Aakaash Rao and Shakked Noy (2025) Other Episodes Corporate Governing and Shareholder Voice with Jill Fisch and Tim Smith (https://www.ecgi.global/publications/podcasts/corporate-governing-and-shareholder-voice-with-jill-fisch-and-tim-smith)- EP.3 in Corporate Power and the Politics of Change with Matteo Gatti Politics in Corporations: Systematic Corruption with Reilly Steel (https://www.ecgi.global/publications/podcasts/politics-in-corporations-systematic-corruption-with-reilly-steel) - EP. 8 in Corporate Power and the Politics of Change with Matteo Gatti (forthcoming)

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