Stakeholderism v Shareholderism

A session report from the IBA Annual Conference held in Copenhagen from 4 to 9 October 2026

Rapporteur

Daniele Giombini

Mondini Bonora Ginevra, Milan

Co-chairs

Nirav Patel

Bates Wells, London

María Fernanda Mierez

Beccar Varela, Buenos Aires

Yuki Oi

Nishimura & Asahi, Tokyo

Speakers

Patrick Julian Figiel-Kibsgaard

DSV, Copenhagen

Sam Jalaei

Magnusson, Copenhagen

Vivien Teu

Vivien Teu Law Practice, Hong Kong

The panel explored the relationship between shareholder value and broader stakeholder interests. While companies have traditionally focused on maximising shareholder value, their decisions increasingly take account of employees, suppliers, environmental impacts and supply chains. Against a background of growing expectations around sustainability, human rights and long-term resilience, alongside political and regulatory resistance to environmental, social and governance (ESG) initiatives in some markets, the panel explored the approaches being taken across jurisdictions. It considered whether stakeholderism represents a shift in corporate governance or a longer-term view of shareholder value, as well as the legal and governance tools available to manage these issues in practice.

Shareholder value and the interests of the company

The speakers illustrated different legal and business backgrounds. Yuki Oi explained that shareholder activism and concerns over management inefficiency have fuelled Japan’s debate on shareholder primacy. Discussions on a framework similar to benefit corporations began in 2022 but have since slowed. The speaker described Japanese directors’ duties as less focused on shareholder primacy and more mindful of the interests of stakeholders connected with the company’s business, including creditors, customers, suppliers and employees.

María Fernanda Mierez noted that Argentina’s corporate law remains grounded on shareholder and corporate interests, but social inequalities and environmental challenges make stakeholder issues important in practice for long-term value and the ‘social licence’ to operate.

Vivien Teu discussed ESG in relation to investors’ return expectations and broader stakeholder interests. She highlighted that in Hong Kong and Malaysia shareholder value remains a primary consideration, but directors are expected to act in the best interests of the company as a whole. The speaker’s view was that stakeholder engagement involves managing risks, understanding expectations and pursuing business opportunities. The speaker noted a growing recognition that responsible business practices can also contribute to business success.

Patrick Julian Figiel-Kibsgaard described stakeholder capitalism as an evolution of shareholder capitalism and a ‘licence to operate’ for large organisations. Based on his experience at DSV, he highlighted shareholder pressure to deliver both financial performance and social and environmental commitments. Codes of conduct were presented as a way to formalise commitments to social responsibility and business ethics.

Business pressures and stakeholder influence

Sam Jalaei described the Nordic approach as one based on dialogue, consensus and stakeholder influence. He highlighted how consumer boycotts, public campaigns and institutional investors can influence corporate decisions, with reputational pressure leading to financial consequences. His main point was that a successful company needs to balance shareholder and stakeholder interests.

Embedding purpose into corporate governance

The panel explored how companies can embed their purpose in the governance and operations of the company.

Teu described her work on B Corp legal requirements in Hong Kong, Malaysia and Indonesia, helping companies embed their purpose in their constitutive documents. These provisions create a contractual commitment among shareholders and empower directors to consider environmental and social impacts and balance stakeholder and shareholder interests with a view to the company’s long-term interests. The speaker also noted growing interest in B Corp certification among larger companies in Hong Kong and Malaysia. A Malaysian private equity fund was cited as supporting portfolio companies in becoming B Corps and strengthening ESG performance, while pursuing financial returns. The example illustrated that impact investing seeks positive environmental and social outcomes alongside financial returns.

Preserving purpose after a change of control

The Ben & Jerry’s and Unilever example raised the question of whether a business can preserve its mission after a sale. Jalaei highlighted post-closing integration as the most challenging stage of M&A, stressing the importance of assessing cultural alignment between the target and its prospective owners before negotiations begin. Shared values and the retention of key employees, suppliers and customers were presented as central to successful integration.

Figiel-Kibsgaard stressed that selling the company may affect the company’s social mission, as the buyer must finance the acquisition and balance shareholder returns with funding that mission. He presented transferring the business to a foundation with a defined social purpose as a viable alternative to preserve that purpose, while noting that the business must continue to generate sufficient resources to support it.

Directors’ duties and regulation

Jalaei emphasised the role of regulation to prevent greenwashing and create a level playing field.

Figiel-Kibsgaard highlighted the challenges of complying with numerous and sometimes differing legal, reporting and stakeholder requirements. He favoured a common set of requirements, noting that shareholders, employees and other stakeholders already hold companies accountable.

Teu emphasised the role of robust standards in guiding corporate practices and disclosure, even in the absence of specific regulation. She explained that considering stakeholder interests already forms part of directors’ duties to make informed decisions, manage risks and create value. Companies remain accountable to shareholders, while provisions empowering directors to consider stakeholder interests are not intended to grant non-shareholders rights of action. Responsible shareholding, therefore, remains crucial.

Conclusion

The closing remarks reaffirmed shareholder value and corporate value as central objectives, while emphasising the importance of stakeholder engagement to achieving these objectives over time. The practical balance depends on the company’s circumstances and stage of development. Directors’ duties, constitutional provisions, dialogue and credible standards were discussed as ways to address these issues. The panel highlighted the need to manage competing expectations and the continuing role of responsible shareholders.