A Fiduciary Argument Against Stakeholder Theory

Abstract: Critics attack normative ethical stakeholder theory for failing to recognize the special moral status of shareholders that justifies the fiduciary duties owed to them at law by managers. Stakeholder theorists reply that there is nothing morally significant about shareholders that can underwrite those fiduciary duties. I advance an argument that seeks to demonstrate both the special moral status of shareholders in a firm and the concomitant moral inadequacy of stakeholder theory. I argue that (i) if some relations morally require fiduciary duties, and (ii) the shareholder-manager relation possesses the features that make fiduciary duties morally necessary to those relations, then (iii) stakeholder theory is morally lacking.