Delaware corporation law has developed based on the fundamental principle that directors of a Delaware corporation owe fiduciary duties to the corporation and its stockholders. Notwithstanding this fundamental principle, economists, business school academics and legal scholars have long considered the proper role of corporations in society.

In the early 20th century, businesspersons and academics began considering more broadly whether corporations have or should have a duty to act as socially responsible citizens to benefit their stakeholders and mitigate harms to the economy and society as a whole. In response, economist Milton Friedman famously articulated the “shareholder primacy” model to corporate governance when he wrote “there is one and only one social responsibility of business–to use its resources and engage in activities designed to increase its profits so long as it stays within the rules of the game.” Others counterargued that a corporation has responsibilities to all of its stakeholders and to society as a whole, known otherwise as corporate social responsibility or stakeholder capitalism. Since then, the debate between shareholder primacy and corporate social responsibility/stakeholder capitalism has continued.