The Organizational Law Positioning and Judicial Approach of the CSR Clause in Company Law

The realization of Corporate Social Responsibility (CSR) objectives relies not only on the normative coordination within the private law system but also requires the intervention of social law and public law. Therefore, the functional positioning of CSR clause in the Company Law should be observed within the overall legal order. Clarifying the organizational law nature of the CSR clause helps to highlight their unique value and define their role in regulating managerial decision-making behaviors. Otherwise, it may lead to conceptualization or overgeneralization in judicial interpretations. Instrumental stakeholderism views CSR as a means to achieve shareholder interests, without altering the fundamental assumption of shareholder primacy, making it difficult to transform the CSR clause into binding adjudicative norms. Under the pluralistic stakeholderism framework, companies can establish social responsibility objectives through articles of association and fulfill social obligations through internal governance mechanisms. This pluralistic approach reflects respect for private autonomy and the rational spirit of commercial entities, aligning with the special purposes of state-owned public welfare enterprises in China. When companies establish social responsibility objectives, the corresponding clauses in the Company Law should be regarded as mandatory requirements for corporate managers, the purpose of social responsibility becomes an integral part of the company's interests. Courts may hold managers accountable based on fiduciary duty norms, thereby transforming the CSR clause into enforceable adjudicative standards and preventing social responsibility commitments from becoming mere formalities, and prevent the court from overstepping in business judgments.