Corporate Law, Codes of Conduct and Workers’ Rights

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 ContentsList of tablesAcknowledgements 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 dutiesSummary 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 IFAsGreenwashing, 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 autonomyThe 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 dutiesShareholder proposals Transnational Governance The corporation and developing countriesGovernance Corporations as Citizens The Future for Workers’ Rights Bibliography for Chapter Five Index

Vanisha H. Sukdeo is a Course Instructor of Law at Osgoode Hall Law School, York University, Canada.