Forthcoming · Cambridge University Press · October 2026

Corporate
Ordering

How Corporations
Navigate Social Conflict

By Stavros Gadinis · UC Berkeley School of Law

On AI, on sustainability, on the gig economy, the law arrives late. Corporations do not. This book traces how they write their own rules, where they succeed and where they fail, and what it means for democracy.

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Few people—corporate lawyers, entrepreneurs or business leaders—understand the power of corporate form and governance. Professor Gadinis has done a remarkable job in explaining that power and why it needs to be channeled to prevent unintended consequences as we face the twin existential threats of AI and climate.

Susan MacCormac · Partner, Morrison Foerster

01 / The Book

What Corporate Ordering Argues

Corporations today face social conflicts that the law has not resolved. About labor protections in the gig economy. About corporate responsibility for climate change. About the governance of artificial intelligence. In each case, legislators have arrived late, or not at all.

Rather than wait, corporations have built governance systems of their own. They draft internal codes that bind their operations. They exercise executive discretion across competing stakeholder interests. They construct monitoring mechanisms to police themselves. This book calls that phenomenon corporate ordering, and argues that it is reshaping the boundary between law and corporate life.

Drawing on practitioner interviews and doctrinal analysis across ridesharing, climate, and artificial intelligence, the book shows that corporate ordering is neither private regulation in disguise nor a substitute for democratic lawmaking. It is something new, with its own logic, its own failures, and its own possibilities. The question is no longer whether corporations govern. The question is how they govern, and to whom they answer.

01

First Pillar

Rulemaking

How corporations draft binding internal codes through outside expert input, stakeholder consultation, and deliberative procedures designed to surface tradeoffs before they harden into rules.

02

Second Pillar

Executive Action

How corporate leaders sustain credibility through disclosure of decision rationales, accurate measurement of outcomes, and third-party verification, closing the gap between stated commitment and actual choice.

03

Third Pillar

Monitoring

How firms guard against performative compliance by embedding oversight in business processes, calibrating escalation thresholds, and tying incentives to outcomes rather than paperwork.

02 / Praise

Advance Praise

From scholars and practitioners working at the frontier of corporate governance, technology, and democratic theory.

"

Few people—corporate lawyers, entrepreneurs or business leaders—understand the power of corporate form and governance. Professor Gadinis has done a remarkable job in explaining that power and why it needs to be channeled to prevent unintended consequences as we face the twin existential threats of AI and climate.

Susan MacCormac

Partner, Morrison & Foerster

"

Professor Gadinis reveals a new governance framework used by corporations facing social conflict and provides important insights into modern corporate decision making. A must read for policymakers, regulators, investors, directors, managers, workers, and the broader public concerned about how to align corporate decision-making to reduce or eliminate public harm and social costs.

Dave Jones

Former California Insurance Commissioner

"

Gadinis shows that when firms confront high-stakes social conflicts, they routinely build internal decision-making frameworks that impose private rules on millions of people and often function as first drafts of subsequent public regulation. A sober, institutionally grounded account of how corporate governance can support reasoned deliberation and incremental progress on some of our most vexing social challenges.

Howell E. Jackson

James S. Reid, Jr., Professor of Law, Harvard Law School

Three blurbs confirmed: Susan MacCormac, Dave Jones, and Howell E. Jackson. Additional endorsements pending outreach.

03 / About

About the Author

Stavros Gadinis is the George R. Johnson Professor of Law and Faculty Director of the Berkeley Center for Law and Business at UC Berkeley School of Law. He teaches Business Associations and corporate law, and his research focuses on corporate governance as a site of social norm formation, at the intersection of law, institutional design, and public policy.

His work draws on practitioner interviews alongside doctrinal analysis of Delaware corporate law, with case studies spanning ridesharing platforms, climate governance, and artificial intelligence. Corporate Ordering is the result of years of research, conversations with executives and regulators, and a sustained engagement with the question of how firms govern themselves when the law is silent.

At Berkeley Law, he leads BCLB programming including the Fall Corporate Governance Forum, the Spring M&A Forum, and a range of speaker series bridging legal scholarship with business practice. He lives in the Bay Area.

Position

George R. Johnson Professor of Law

UC Berkeley School of Law

Role

Faculty Director

Berkeley Center for Law and Business

Teaching

Business Associations

Securities Regulation · International Finance

04 / Commentary

Recent Writing

Essays, op-eds, and short pieces on corporate governance, AI accountability, and the institutions that shape both.

AI Governance

Musk vs. Altman: AI Safety Cannot Be One Man's Job

The Musk-Altman trial asked the wrong question. Both arguments rested on the same hidden assumption, that the future of AI depends on having the right billionaire in the room. Corporations are now the primary forum in which the rules of AI are being written, and the law's job is to discipline how they write.

Fortune · May 2026 Read →

Corporate Law

Social Business Judgment

Many companies have recognized pragmatically that social considerations are increasingly inseparable from core business decisions. In response, they have developed sophisticated governance frameworks that integrate social impacts into strategic planning, going far beyond traditional compliance or corporate social responsibility programs.

The Business Lawyer · 2025 Read →

Sustainability

The Surprising Rise of International Sustainability Standards

As the US has retreated from sustainability lawmaking and the EU is paring down its requirements, the ISSB standards are being adopted by many jurisdictions as a global baseline. This paper argues that the ISSB's success stems not from regulatory power, but from its institutional design and grounding in private-sector practice.

J. Int'l Economic Law · 2026 Read →

05 / BCLB & Events

Upcoming Events

Talks, panels, and Berkeley Center for Law and Business programming.

Upcoming talks and panels will be announced here. Please check back for details.

06 / Contact

Get in Touch

For speaking invitations, symposium inquiries, media requests, or questions about the book, I am happy to hear from you.

Email sgadinis@berkeley.edu Faculty Page law.berkeley.edu/our-faculty/faculty-profiles/stavros-gadinis Berkeley Center for Law and Business law.berkeley.edu/research/business