Workers vs. Shareholders under United States Corporate Law: Reforming Corporate Fiduciary Law to Protect Worker Interests

Despite both socio-economic and equitable reasons to consider workers'1 interests in boardroom decision-making, 2 corporate boards have usually ignored such interests, and corporate law in the United States generally has not imposed a fiduciary duty on these boards to take account of those interests. 3 Yet the social and economic consequences of corporate boards' lack of concern for workers' interests in the corporate decision-making process are dire.4 Between 1983 and 1988, 9.7 million employees lost their jobs due to layoffs and plant closings.5 In addition to losing their jobs, these displaced workers often also lose their health and pension benefits, deplete their savings, lose their homes to foreclosures, and must increasingly rely on public welfare. 6 Nonetheless, corporate decision-making concerning such layoffs and plant closings has focused exclusively on shareholder interests while disregarding workers' interests. 7 Extending fiduciary protections to workers, however, minimizes these social harms by ensuring that directors and managers consider the interests of workers in such decisions. Sadly, conditions for employed workers are not much better. Regardless of increasingly high corporate profits, hourly wages for the bottom 80% of workers have