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: Why Shareholder-Driven Corporate Social Responsibility Failed by Mark Roe, University of Pennsylvania Law Review (forthcoming 2026)Corporate Purpose and Corporate Competition by Mark Roe, 99 Washington University Law Review 223 (2021)Backlash by Mark Roe, 98 Columbia Law Review 217 (1998)The Power of the Narrative in Corporate Lawmaking by Mark Roe and Roy Shapira, 11 Harvard Business Law Review 233 (2021)Missing the Target: Why Stock Market Short-Termism Is Not the Problem by Mark Roe, Oxford University Press, (2022)Strong Managers, Weak Owners: The Political Roots of American Corporate Finance by Mark Roe, Princeton University Press (1994)Political Determinants of Corporate Governance by Mark Roe, Oxford University Press, (2003)Corporate Power and the Politics of Change by Matteo Gatti, Cambridge University Press, (2025) Other Episodes: Reforming the Law of Capitalism with Katharina Pistor - EP. 7 in Corporate Power and the Politics of Change with Matteo Gatti
