
Sign up to save your podcasts
Or


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.
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
Related Podcasts
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 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 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
Cases
Related Podcasts
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 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 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 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
Related Episodes
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 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 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:
Other Episodes:
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 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 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:
Other Episodes:
The Limits of Private Sector-led Reform with Mark Roe - EP. 6 in Corporate Power and the Politics of Change with Matteo Gatti
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 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 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:
Other Episodes:
Reforming the Law of Capitalism with Katharina Pistor - EP. 7 in Corporate Power and the Politics of Change with Matteo Gatti
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 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 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:
Other Episodes:
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 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 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:
Other Episodes:
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 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 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 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:
Other Episodes
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 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 is Associate Professor of Finance at Harvard Business School. Her research spans political economy, corporate governance, and finance.
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
Other Episodes
From the publisher's feed