An interesting new paper argues that the answer to the titular question is no:
This paper provides a crucial corrective to the “corporate social responsibility” debate, which concerns whether corporations have the obligation to protect or serve the interests of groups other than their shareholders, like employees or customers (often called “stakeholders”). Scholars on one side of the debate have repeatedly presumed that corporate directors’ fiduciary duties to shareholders play an important role in protecting shareholders from decisions that favor stakeholders at their expense. Scholars on the other side agree that fiduciary duties provide meaningful protection against unfavorable conduct, but argue that directors should also owe fiduciary duties to stakeholders so they may be similarly protected. I argue this shared premise is empirically mistaken: fiduciary duties in practice play almost no role in director decisions to favor one corporate group over another. I first explain that courts and scholars rarely note the difference between two distinct definitions of the duty of loyalty—one broad, one narrow—and argue that only the broader definition would allow this duty to have any impact on directors’ distribution of corporate resources. Under this narrow definition, fiduciary duties to shareholders prevent directors from acting in their own self-interest, but not from acting in the interests of stakeholders at shareholders' expense. I then argue that Delaware law enforces only the narrower definition of loyalty due to the triggering conditions of the judicial standards of review, which largely eliminates shareholders’ ability to protect themselves from directors’ decisions that favor stakeholders. Finally, given this is true for shareholders, I argue it would likewise be true for employees (or any stakeholders), were they to be owed fiduciary duties by directors. Because fiduciary duties do not protect against such unfavorable conduct, I conclude it is a mistake to debate to whom directors should owe fiduciary duties. Advocates for shareholder or stakeholder protection should therefore focus on other mechanisms to obtain it.
Povilonis, Jonathan, The Use and Misuse of Fiduciary Duties: Why Corporate Fiduciary Duties Aren’t Worth Fighting For (August 1, 2020). Available at SSRN: https://ssrn.com/abstract=3752756or http://dx.doi.org/10.2139/ssrn.3752756
I particularly liked the discussion at pp. 39ff of my argument that "while Delaware law does not strictly enforce the Exclusive Benefit norm in every case, this is merely 'an unintended consequence of the business judgment rule.'" This is a point that a lot of folks on the CSR/ESG side of the debate often overlook or fail to grasp. Mr. Povilonis acknowledges the argument and gives it a fair description, but then spins the perspective to examine "not what directors can do but what shareholders have the power to prevent them from doing." Where we differ, however, is highlighted by his argument that:
To be clear, I don’t dispute that the standard of conduct for Delaware directors is that they must act for the exclusive benefit of shareholders—that is, the broad principle of loyalty I have been calling Exclusive Benefit. My point is that the standard of review by which Delaware courts evaluate directors’ stakeholder-interested conduct is so deferential that it virtually eliminates shareholders’ ability to hold them to that standard by suing for breaches of fiduciary duty. ...
... under current Delaware law, this deference virtually eliminates shareholders' ability to prevent directors' apparent stakeholder-interested conduct by suing for breaches of fiduciary duty.
But the same deference is a feature of Delaware law with respect to virtually all board decisions, other than those few decisions subject to review under enhanced scrutiny or the duty of loyalty. That deference is a core part of the board-centric system of governance established by Delaware law. The business judgment rule thus functions as an abstention doctrine, which obliges courts to abstain from reviewing almost all director decisions whether motivated by concern for stakeholders or not. See Stephen M. Bainbridge, The Business Judgment Rule as Abstention Doctrine, 57 Vanderbilt Law Review 83 (2019), available at: https://scholarship.law.vanderbilt.edu/vlr/vol57/iss1/3.
My point is that director decisions motivated by concern for stakeholders differ neither in kind nor degree from almost all other board decisions. Put another way, the fact that judicial "deference virtually eliminates shareholders' ability to prevent directors' apparent stakeholder-interested conduct by suing for breaches of fiduciary duty" is of far less interest than the fact that "deference virtually eliminates shareholders' ability to [hold directors accountable for their] conduct by suing for breaches of fiduciary duty"
