The question of the nature and depth of the social obligations of corporations has generated heated debates over the past decades. One recent conceptualisation of corporate social responsibility states that the social responsibility of the corporation is to self-regulate if the legal mandatory framework is failing. This view stands in sharp contrast with the consideration that society’s requirements of justice are mandated by law, and that corporations hold no other obligations of justice than legal ones. The latter theory of the corporation has generated significant research in corporate governance, the former much less so. This article examines the governance implications of the expectations that corporations be able to self-regulation – i.e. act out requirements of justice that are not mandated in law, nor mediated by pressures from third parties. Its sets out the type of capacities and motivation that self-regulation presupposes, notably a corporate capacity for reasonableness. Drawing on political theory and on an inventory of existing corporate governance arrangements for social responsibility, it then hints to the type of governance mechanisms that would be required for corporate reasonableness.
