Who are the pivotal actors and interests shaping corporate governance? Traditional accounts focus on shareholders, directors, and officers, and treat corporate governance as largely an intra-firm issue of power, incentives, and monitoring. Recent scholarship has expanded this view by identifying additional actors and forces, including the diverse constituents of the U.S. “corporate governance machine” (such as proxy advisors, stock exchanges, stock indices, and ratings agencies), as well as international organizations that have propelled “the rise of international corporate law.” Other commonly identified influences include corporate gadflies, the state as a shareholder, and broader political-economic forces such as populism, nationalism, and geopolitics.

These accounts, however, often leave out an important part of the picture: the role of nonprofits in shaping corporate governance. In our Article, Engines of External Governance, we examine how nonprofits have become key drivers of external governance—the ways in which actors outside the firm seek to embed broader objectives into corporate decision-making. Bringing nonprofits into focus sheds critical light on corporate governance developments and their trajectory.

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