Financialization has been ‘at work’ in the United States for nearly half of a century, as corporate executives have increasingly prioritized shareholder payments over other productive uses of corporate resources. Over the same period, employee bargaining power has fallen and wages for non-executive workers have stagnated across sectors. This article examines the effects of shareholder primacy on labour compensation in the United States in the neoliberal era at the aggregate, sectoral and firm level. Specifically, the article analyses changes in the relationships between rising profits, shareholder payments, and wages over the past four decades, finding evidence that shareholders’ gains come at the expense of employees in publicly traded corporations. The growing power of shareholders has been neglected compared to traditional arguments for wage stagnation, including globalization, de-unionization, rising market power and changes in industry composition. To disincentivize corporate behavior that prioritizes shareholders, a policy agenda is proposed that ends the practice of stock buybacks and institutes a stakeholder approach to corporate governance.

Large corporations dominate economic and social life in the United States and around the globe. The mainstream corporate governance ideology of “shareholder primacy” claims that the exclusive purpose of a corporation is to generate returns for shareholders, which means that governance decisions should be exclusively in their hands. However, shareholder primacy lacks a theory of how companies innovate, and instead focuses solely on allocation of corporate profits, misunderstanding the relationship of shareholders to the twenty-first-century corporation. The theory of the corporation as an innovative enterprise—engaged in productive innovation by producing higher-quality goods and services for lower unit costs—is an accurate way to understand what makes corporations successful producers. Stakeholder theory from progressive legal scholarship illustrates specific corporate governance institutions that can assist innovation, including fiduciary duty, stakeholder participation in decision making, and equity ownership. This article contributes to the growing literature refuting shareholder primacy by utilizing the theories of the innovative enterprise and multi-stakeholder governance to propose reshaping US corporate governance to better to serve innovation in production and a balance of power in distributional decision making. JEL classification: B50, D21, G30, G35, K22

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The 28.7 million small businesses in the United States-99% of all American businesses-are the backbone of the American economy. Historically, small businesses relied on community banks for their credit needs. Over the last decade, however, small businesses increasingly have turned to "fintech" lenders-nonbank lenders that are largely unregulated. Nonbank consumer lending is governed by consumer protection statutes, but nonbank small business lending is outside of any clear regulatory framework that would protect borrowers from potentially predatory practices. This Article argues that the optimal regulatory regime is a combination of both state authority over fintech lenders and inclusion of small business borrowers in federal consumer protection statutes.