In contemporary corporate governance, where legal intricacies intersect with economic imperatives, the quest for clarity and understanding is paramount in the pursuit of a free and open society. Professor Stephen Bainbridge, a distinguished legal scholar, embodies the spirit of intellectual exploration and rigorous debate that defines this intricate and important field.
“There are about 4 to 5 million corporations in the country that produce 80 to 90% of private sector economic activity. They’re the most dominant economic form of organization, and most Americans work for them. How could you not be fascinated by how they work?”Professor Stephen Bainbridge
A professor at UCLA School of Law, Bainbridge’s journey through academia is marked by profound insights, mentorship, and significant research as it pertains to corporate law and governance. He is renowned for his extensive contributions to the field, and in 2008, 2011 and again in 2012, Bainbridge was named by the National Association for Corporate Directors (NACD) in Directorship Magazine to its list of the 100 most influential people in the field of corporate governance. Additionally, Bainbridge serves as a thought leader and mentor through his extensive body of work. He has written over 75 law review articles, many of which have appeared in leading academic journals such as the Harvard Law Review, and the Northwestern University Law Review, and his prolific work has been cited by many top courts in the nation.
Bainbridge’s journal article “The Convergence of Good Faith and Oversight“, discusses the convergence of the concepts of good faith and oversight in Delaware corporate law and was cited by the Court of Chancery in Delaware, one of the most important courts in the United States for corporate law. Bainbridge has not only become a significant authority in corporate law and governance but carries a passion and commitment to the field.
In that continued pursuit of knowledge, Bainbridge acknowledges the contemporary challenges in corporate governance research and provides a candid perspective on regulatory burdens. “The regulatory state has gotten so large that much of what companies now have to do is compliance,” Bainbridge states. Noting that over 213 billion dollars was spent on corporate compliance in 2021 alone. His insights shed light on the significant resources companies expend on compliance, redirecting attention from innovation and product development.
His latest work, The Profit Motive, contributes valuable insights on the subject. Published via Cambridge University Press, professor Bainbridge delves into the heart of debates surrounding corporate social responsibility, shareholder capitalism, and the delicate balance between business ethics and profit maximization. The book stands as a beacon, guiding future discussions and providing a reference for those navigating the intricacies of corporate law and offers context for the current questions about corporate purpose, and provides a reference going forward.
“The Profit Motive addresses questions of corporate purpose using historical, legal, and economic perspectives,” Bainbridge asserts. “It argues that shareholder value maximization is not only required by law but what the law ought to require.”
Profit Motive is already making waves in the field, attracting the attention of another leading authority on corporate governance issues, retired law professor Charles M. Elson of the University of Delaware. : “It is both superb scholarly and yet at the same time highly accessible to the non-lawyer,” stated Elson.“This is a must-read both for corporate law scholars and, more importantly, the public company director community.”
Along with his direct contributions to research, a significant facet of professor Bainbridge’s career is his commitment to mentorship—a philosophy that dovetails seamlessly with IHS’s ethos. Reflecting on his mentorship experiences, Bainbridge acknowledges the profound impact mentors had on his own intellectual development. In this spirit, he actively engages in mentoring the next generation of legal minds and paying forward the wealth of knowledge.
“I had some law professors in school that were very influential on me, that went out of their way to be helpful when I was early in my career,” Bainbridge reflects. “I owe them a debt, and the best way I can repay that debt is by providing the same sort of advice and counsel to my younger friends and students in the field. That’s something that’s very important to me.”
That commitment to the next generation of scholars was recently on display at the 2023 IHS Corporate Governance research discussion, where professor Bainbridge was the keynote speaker. He provided insights and discussion into a broader academic conversation on corporate governance to a diverse group of rising-star scholars across academic disciplines.
“The [IHS event] enabled me to engage in meaningful discussion and gave me ideas for future research. I have gained a great deal in my intellectual thought,” said one scholar of the event.
IHS provides not just a forum for open and civil discourse, but a dynamic space where scholars can engage in meaningful discussions that transcend disciplinary boundaries. Bainbridge’s participation in such discussions highlights the important relationship between IHS and scholars committed to the principles of classical liberalism and the exchange of ideas within this academic community to nurture a diverse and rich intellectual landscape.
In the grand tapestry of intellectual and academic pursuits, IHS stands as a foundational pillar, continuing to provide scholars like Bainbridge with the space, resources, and encouragement to thrive for a more free and open society. Professor Bainbridge’s journey is a testament to the type of enduring synergy between IHS and scholars dedicated to that pursuit. To learn more about our academic events, funding opportunities, or, or how you can support scholars like professor Bainbridge, visit TheIHS.org.