The concern over the lack of corporate respect for stakeholder interests and human rights was raised many years ago and is even more relevant today. Internalizing externalities, or corporate social responsibility in legal terminology, has become a hotly debated topic for many years. The need for companies to respect not only the claims of shareholders but also the interests of stakeholders – such as employees, consumers, suppliers and the environment – has become a major concern of the international community due to inadequacy of the law and lack of enforcement. The problem is caused in part by the limit of common law on directors’ duties, in particular, their duty to maximize profits for the shareholders, not other stakeholders. Various creative solutions had been found to better integrate the interests of stakeholders. However, one of the most difficult and neglected areas in the stakeholder debate concerns their implementation. This thesis tackles this issue and asks how stakeholders can be effectively integrated into the corporate governance structure and decision-making process through stakeholder board. It further addresses the question how this might be sensibly implemented at the national and/or international level. In proposing such a solution, this thesis adopts an economic efficiency approach to law reform adopting economic principles, to avoid some of the unintended consequences of legal approach to law reform and help design better rules that promote allocative efficiency for the benefit of society as a whole. It argues that international organizations should take the lead to promote the use of stakeholder board in multinational corporations that have a history of corporate abuses for corporate decisions that have an impact on all stakeholders. This thesis finds, through historical lenses, that the true purpose of corporations has changed over the years from originally invented to serve the interest of the society, to profit maximization for shareholders when they were adopted by entrepreneurs for business. It argues that whilst profit is a necessity from the entrepreneurs’ and other stakeholders’ point of view, maximization of it for the benefit of shareholders does not serve the interest of society well. We should return to the true purpose of corporations which is to serve the interest of the society, not merely shareholders. It further argues that whilst in economic theory, maximization of profit for shareholders would be most efficient for society if all costs of the corporation’s operation are internalized, in practice, this does not happen. It points out that looking after stakeholders’ interest by internalising negative externalities could be more efficient and suggests that a stakeholder board could act as an appropriate governance structure for this purpose. As it is not possible to conduct empirical study on the proposed stakeholder board which does not yet exist, this thesis draws on the evidence from the practical benefits of, and the academic and theoretical arguments on the benefit of the German co-determination board, which is one type of stakeholder board, albeit only restricted to the workers and shareholders, as well as some recent positive empirical evidence concerning co-determination board, to predict the probable efficiency of a stakeholder board. Thus, my criticisms of capitalist corporate governance state the premises and provide the starting point for my stakeholder governance model. The thesis ends by proposing the use of stakeholder board in China. To sustain the economic growth and its political legitimacy and dominance, the Chinese government has incentive to implement CSR which it attempted to do through its corporate law. But an effective mechanism for such implementation is lacking. As well, the purpose of corporations under Chinese company law is to serve the interest of the state. China’s failed attempt to improve SOEs has led to the recent adoption of party committee in SOEs. The integration of party committee into SOEs’ governance structure is a necessary characteristic in China to ensure SOEs are run for the benefit of the state, and there is empirical literature on the effectiveness of party committee’s integration. This thesis explains the importance of stakeholder committee/board to Chinese SOEs and proposes two ways to weave stakeholder committee/board into SOEs’ current governance structure by a minor improvement to the composition of party committee and the terms of reference on its members’ duties.

This dissertation engages with and contributes to a growing literature on procedural approaches in theorizing, monitoring and adjudicating social and economic rights, with reference to new governance literature. It analyzes a move in social and economic rights away from the generation and monitoring of substantive norms by treaty monitors, judges, and scholars, and toward processes designed to generate accountable, participatory, non-uniform, iterative responses to rights broadly conceived. The first paper explores the emphasis on new governance style proceduralism in the adjudication of these rights. The second focuses on the right to health and considers how collaborations among criminal justice, public health, and community actors can be informed by the new proceduralism in state responses to non-disclosure of HIV-status in sexual relationships. The third and final article argues that the use of new governance style proceduralism for rationalizing the distribution of publicly-funded health care resources in Canada dovetails with the emergent focus on process in human rights to open space for more meaningful human rights scrutiny. Each of the three papers concludes with a discussion of the limits of these emerging approaches.

Public, Constitutional and International Law / LL. M.

The thesis offers new paradigms for advancing socio-economic rights in Africa. Many States Parties to human rights instruments have failed to promote the common welfare of their citizens partly because of the justiciability debate, which continues to complicate intellectual and practical efforts at advancing socio-economic rights. The debate also prevents the normative development of these rights through adjudication. Furthermore, traditional human rights theory and practice have been state-centric, with non-state actors largely ignored in the identification, formulation, and implementation of human rights norms. Yet, the involvement of non-state entities in international arena has limited states' autonomies considerably, with serious implications for human rights. Transnational Corporations (TNCs) have capacities to foster economic well-being, development, tenchnological improvement, and wealth, but they also often cause deleterious human rights impacts through thei employment practices, environmental policies, relationships with suppliers and consumers, interactions with governments, and other activities. The thesis argues that socio-economic rights are normative and justiciable. It argues that traditional approaches are no longer sufficient to secure human rights and calls for a dismantatling of some structures erected by doctrinal systems; for realignment of relationships among social institutions; and for integrated bundles of fundamental interests that harness benefits of human rights norms and widen the landscape to commit both formal and informal regimes. Fashioning out a new paradigm for advancement of socio-economic rights requires addressing state capacity. It requires an integrative and global interpretive framework. It requires, finally, a new paradigm to commit non-state actors in Africa. The illustrative chapter uses the rights to work and to social security as templates for some prescriptions towards reaslising socio-economic rights in Africa. / Jurisprudence / LL.D.

The thesis offers new paradigms for advancing socio-economic rights in Africa. Many States Parties to human rights instruments have failed to promote the common welfare of their citizens partly because of the justiciability debate, which continues to complicate intellectual and practical efforts at advancing socio-economic rights. The debate also prevents the normative development of these rights through adjudication. Furthermore, traditional human rights theory and practice have been state-centric, with non-state actors largely ignored in the identification, formulation, and implementation of human rights norms. Yet, the involvement of non-state entities in international arena has limited states' autonomies considerably, with serious implications for human rights. Transnational Corporations (TNCs) have capacities to foster economic well-being, development, tenchnological improvement, and wealth, but they also often cause deleterious human rights impacts through thei employment practices, environmental policies, relationships with suppliers and consumers, interactions with governments, and other activities. The thesis argues that socio-economic rights are normative and justiciable. It argues that traditional approaches are no longer sufficient to secure human rights and calls for a dismantatling of some structures erected by doctrinal systems; for realignment of relationships among social institutions; and for integrated bundles of fundamental interests that harness benefits of human rights norms and widen the landscape to commit both formal and informal regimes. Fashioning out a new paradigm for advancement of socio-economic rights requires addressing state capacity. It requires an integrative and global interpretive framework. It requires, finally, a new paradigm to commit non-state actors in Africa. The illustrative chapter uses the rights to work and to social security as templates for some prescriptions towards reaslising socio-economic rights in Africa. / Jurisprudence / LL.D.