E183: Why Corporate America Will Never De-Woke | Law Prof Explains

In this episode, Jesse talks with Fordham University School of Law corporate-law professor Sean J. Griffith about why “go woke, go broke” hasn’t really played out—and why big, publicly traded firms can stay “woke” even when consumers or politicians claim there’s backlash. The core theme: modern corporate power often runs through managers, compliance systems, and financial intermediaries, not “owners,” and that structure changes what accountability looks like.

They unpack:

• Managerialism and the separation of ownership from control in modern corporations (why founders can still get pushed out, and why shareholders often don’t steer day-to-day governance).
• How “woke” agendas persist inside firms through HR/compliance, regulatory levers, and asset-manager/proxy-voting plumbing.
• Why vague, non-falsifiable goals (DEI/ESG/sustainability) can become a perpetual project that reduces accountability and can substitute for clearer objectives like returns—or even employee compensation.
• The politics of corporate speech and compelled trainings, including the Florida “Stop WOKE Act” litigation.
• The “what now?” question: what reforms (especially around intermediaries and voting) might actually change corporate behavior.

Key ideas & quotable moments

• “Woke doesn’t vanish; it rebrands.” Words change (DEI → “belonging,” ESG → “sustainability”), structures stay.
• Modern corporate governance isn’t “owners calling the shots.” It’s boards, managers, compliance, and intermediaries.
• Compliance departments can function as political “levers” inside firms—often not aligned with shareholder-return logic.
• Passive funds concentrate voting power. People hold the economic exposure, but big fund complexes often hold the vote.
• Vague goals reduce accountability. If you miss financial targets, point to ESG wins; if you miss ESG targets, point to financial realities.

Topics covered

• “Woke capitalism” as organizational inertia, not just marketing
• Managerialism and the separation of ownership/control
• Board governance: fiduciary duty vs stakeholder goals
• HR’s growth, compliance logic, and internal “mission” narratives
• Regulation as governance-by-proxy (disclosure rules, compliance guidelines)
• Passive index funds, voting power, and “engagement” with CEOs
• Proxy advisers and how voting guidance can steer outcomes
• Status incentives for executives (elite conferences, reputational capital)
• The Florida workplace-training case and corporate First Amendment rights
• AI and the possibility of “automating” bureaucracy (for better or worse)
• Political strategy: targeting intermediaries vs hoping markets self-correct

Links & references mentioned

Sean’s article “Woke Will Never Go Broke” at Chronicles Magazine.

• Sean’s faculty page at Fordham University School of Law.
• Sean’s papers on SSRN (example paper page).
• Business Roundtable “Statement on the Purpose of a Corporation” (2019).
• Securities and Exchange Commission climate disclosure rule (press release).
• Florida “Stop WOKE Act” workplace-training litigation (Eleventh Circuit case page).
• The Economist: “How HR took over the world… Will AI shrink it?”

Guest bio

Sean J. Griffith is a corporate and securities law professor and director of the Fordham Corporate Law Center. His work focuses on corporate governance, securities regulation, and related questions of institutional power inside public companies.

About this episode

If you’ve ever wondered why “boycotts” don’t seem to change corporate behavior—or why the same internal programs persist no matter who wins elections—this episode is a deep dive into the

structure

of modern capitalism: boards, managers, compliance, regulators, and the intermediaries who often control how shares get voted.

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