Abstract: The scope of stakeholders is expanding, yet paths to protect stakeholders are not improving. The three carriers of the traditional theory, namely legal intervention, director interference, indicator guidance, are subject to the corporate governance ecology of “shareholder supremacy”, jointly shaped by practitioners, evaluation systems and industry organizations. Emerging practices such as Beneficial Corporation (B-Corp), Enlightened Shareholder Value (ESV), and Environmental, Social, and Governance (ESG), are path-dependent but still not revolutionizing solutions. Centering demand autonomy, shareholder heterogeneity and legal incentive structure as the break-through points, the path optimization of stakeholder protection can be developed from three aspects: in order to improve the legal intervention path, it is important to adopt “responsibility fine-tuning” of the aggressive shareholder group, so as to alleviate the interest tension between shareholders and stakeholders at its root; in order to improve the director interference path, a reasonable practice would be the construction of “fundraising against gambling” coase transaction, which relying on private fundraising market to subsidize the company’s altruistic behavior; and in order to improve the indicator guidance path, the “directional application” of the dual share structure would be helpful to fully stimulate the governance effectiveness of active shareholders. 

Key Words: stakeholder; shareholder supremacy; public interest; corporate governance

Author: TANG Linyao, associate research fellow, CASS Institute of Law;

Source: 3 (2025)Modern Law Science.