Values Primacy & Total Governance Through Activism

Authors

• Carliss N. Chatman, Southern Methodist University, Dedman School of LawFollow
• Sergio Alberto Gramitto Ricci, Hofsta University, Maurice A. Deane School of Law

ORCID (Links to author’s additional scholarship at ORCID.org)

Carliss N. Chatman: https://orcid.org/0009-0008-2730-8976

Sergio Alberto Gramitto Ricci: https://orcid.org/0000-0002-1724-0903

Abstract

In the aftermath of George Floyd’s murder, public companies swift-ly pledged sweeping equity commitments—only to abandon them under political and market pressure. These reversals were not aberrations. They were opportunistic, performative, and reactionary marketing responses. They expose a governance regime in which stakeholder interests are structurally reversible because they remain doctrinally optional, lacking the institutional interlock needed to create binding accountability across stakeholder roles.

This Article explores how stakeholder power is already embedded in corporate governance through interlocking initiatives grounded in shared values. Stakeholder activism—boycotts, proxy votes, viral campaigns—is not merely expressive; it is an overlooked form of governance. Drawing on fiduciary doctrine, collective action theory, law and political economy, and governance models, this Article blurs the boundary between private enterprise and public governance. It shows how Total Governance enables ordinary individuals to coordinate across roles. Employees, consumers, investors, community members are able to exert influence regardless of whether they contribute capital.

Taken seriously, Total Governance challenges the assumption that governance power belongs only to capital. When stakeholders identify and act on shared values and superordinate goals, a governance paradigm that we dub values primacy, they exert real institutional power. This power is exerted through coordinated civic action. Total Governance is not an aspiration; it is a structural fact. What appears to be reputational noise is, in fact, governance at work.

Through case studies of Target, Tesla, and Meta, we show how activism shapes corporate outcomes in real time—and how cross-role coordination can impose binding constraints on firm identity. The structural geometries of the corporate form—ownership concentration, platform embeddedness, and transition costs—condition how Total Governance emerges, fragments, or consolidates. Total Governance helps explain how civic accountability endures even as legal structures—via charter competition, private equity opacity, and shareholder dis-enfranchisement—increasingly insulate corporate power from constraint.

This Article argues that legitimacy no longer stems from boardroom deliberation alone, but from civic accountability forged in public struggle. By exposing the porous boundary between public pressure and private governance, it redefines the power of everyday individuals to govern corporate enterprise—especially consumer-facing firms operating at public scale.

Publication Title

Boston College Law Review

Document Type

Article

Keywords

Corporate governance, Stakeholder governance, Stakeholder activism, Fiduciary duty, Law and political economy, Total governance, Corporate social responsibility (CSR), Consumer activism, Civic accountability, Corporate power, Social responsibility, Business ethics

Recommended Citation

Carliss N. Chatman & Sergio Alberto Gramitto Ricci, Values Primacy & Total Governance Through Activism, 67 B.C. L. Rev. 1679 (2026), https://doi.org/10.70167/ASQX0269