企业社会责任在公司法中能走多远

How Far could Corporate Social Responsibility in Corporate Law Go

企业社会责任是指企业对社会负有责任,而传统的利益相关者理论是指企业对所有利益相关者负有责任。即便有观点认为,企业社会责任与利益相关者理论有合并的趋势,但它们彼此有本质区别。上世纪末期起,不少英美学者已试图通过改革公司法促使企业履行社会责任,但效果并不理想。究其原因,法学界未能充分理解和区分企业社会责任与利益相关者责任。由于法律具有滞后性和被动性,且《公司法》植根于"股东优先理论",故《公司法》只能用以防止股东滥用权利侵害非股东利益相关者之利益,而不能有效促使企业主动履行其对非股东利益相关者之责任,乃至于社会责任。本文建议通过企业外部机制的改革以促使企业履行社会责任。

Corporate social responsibility （CSR） refers to the fact that corporation is responsible for the society while original stakeholder theory requires corporation to take responsibilities for all stakeholders. Although there is suggestion that it is a trend of combining these two theses, they are different from each other in nature after all. Since the end of last century, many scholars had tried to promote CSR by the reform of company law. However, the outcome failed the expectation. One of the reasons is that jurisprudence academy failed to distinguish CSR from the stakeholder theory. As laws are reactive and always lag behind, and company law is oriented to stockholders in nature, company law is merely able to avoid stockholders misusing their rights to infringe upon the interests of non-shareholder stakeholders, hut cannot effectively foster corporation to actively take the responsibilities for non-shareholder stakeholders, not to mention for the society. Therefore, it is recommended to promote CSR by the reform of the external corporate mechanisms.