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“shareholder primacy ”)20 in his reply to Professor Ronald Green ’s argument for a “multi-fiduciary stakeholder perspective. ”21 Also in the 1990s, the American Law Institute entered the debate with Section 2.01 (The Objective and Conduct of the Corporation) of its Principles of Corporate Governance.22 From the late 1990s until the present, Professors Margaret Blair and Lynn Stout have written numerous articles on their team production theory, which rejects the shareholder wealth maximization norm and claims the board of directors should act like a “mediating hierarch ” that considers all stakeholders and attempts to prevent stakeholders from exploiting each other.23 In addition, the current shareholder wealth maximization norm set forth in Dodge v. Ford Motor Co.). 20. Shareholder primacy theory generally focuses on two questions: “First, which constituency ’s interests will prevail when the ultimate decision maker is presented with a zero sum game? Second, in which organ of the corporation is that ultimate power of decision vested? ” Stephen M. Bainbridge, The Business Judgment Rule as Abstention Doctrine, 57 VAND. L. REV. 83, 86 (2004) [hereinafter Bainbridge, The Business Judgment Rule as Abstention Doctrine]. In answering the first question, Professor Bainbridge and most shareholder primacy theorists agree that the shareholders ’ should prevail in the stated circumstances. Id. at 86 n.14; see also D. Gordon Smith, The Shareholder Primacy Norm, 23 J. CORP. L. 277, 278 n.1 (1998) (explaining that the phrases “shareholder primacy norm ” and “shareholder wealth maximization norm ” are sometimes used interchangeably in academic literature). Professor Bainbridge, the father of director primacy, departs from shareholder primacists on the second question and argues that directors control the corporation. See, e.g., Stephen M. Bainbridge, Director Primacy: The Means and Ends of Corporate Governance, 97 NW. U. L. REV. 547, 548 –50 (2003) [hereinafter Bainbridge, Director Primacy]. Part I of this Article will primarily focus on the debate regarding the first question —which constituent ’s interest should ultimately prevail? The Article then examines the implications of social enterprise. 21. Ronald M. Green, Shareholders as Stakeholders: Changing Metaphors of Corporate Governance, 50 WASH. & LEE L. REV. 1409, 1411 –19 (1993). 22. AMERICAN LAW INSTITUTE: PRINCIPLES OF CORPORATE GOVERNANCE: ANALYSIS AND RECOMMENDATIONS § 2.01 (1994). With Section 2.01, the ALI seems to have attempted to balance the two primary views. In Sub-part (a), the principle states that generally “a corporation should have as its objective the conduct of business activities with a view to enhancing corporate profit and shareholder gain. ” Id. § 2.01(a). The drafters used “enhancing ” over the stronger and more typical modifier “maximizing, ” but still acknowledge the shareholder and profit focus. Sub-part (b), however, which Sub-part (a) is subject to, states that “[e]ven if corporate profit and shareholder gain are not enhanced ” the corporation is obliged to “act within the boundaries set by law ” and may take into account reasonable ethical considerations and “may devote a reasonable amount of resources to public welfare, humanitarian, educational, and philanthropic purposes. ” Id. § 2.01(a)(3) (emphasis added). The guarded, careful language in Section 2.01 was likely necessary to achieve consensus and shows that this is an area of intense debate. Further, Comment (a) to the Section admits that “[p]resent law on the matters within the scope of § 2.01 cannot be stated with precision. ” Id. § 2.01 cmt. (a). 23. See, e.g., Margaret M. Blair & Lynn A. Stout, A Team Production Theory of Corporate Law, 85 VA. L. REV. 247 (1999) [hereinafter Blair & Stout, A Team Production Theory of Corporate Law]; Margaret M. Blair & Lynn A. Stout, Team Production in Business Organizations: An Introduction, 24 J. CORP. L. 743, 745 (1999) [hereinafter Blair & Stout, Team Production in Business Organizations]; Margaret M. Blair & Lynn A. Stout, Director Accountability and the Mediating Role of the Corporate Board, 79 WASH. U. L. Q. 403 (2001) [hereinafter Blair & Stout, Director Accountability and the Mediating Role of the Corporate Board]; Margaret Blair,