Bainbridge on Corporations

Bainbridge on Corporations

Revisiting Incoming Senate Banking Committee Chair Elizabeth Warren’s Accountable Capitalism Act (Part 1)

Might the past become prologue?

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Stephen Bainbridge
Nov 08, 2026
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In a November 5, 2026, article entitled Elizabeth Warren’s Power in New Senate Is a Wall Street Nightmare, the WSJ reported that:

Massachusetts Democrat [Elizabeth Warren] is about to take the controls of the powerful Senate Banking Committee, giving her the kind of expansive authority over the financial industry she has long sought—and Wall Street has feared.

Sen. Elizabeth Warren speaking at a rally in Washington earlier this year.

To get an idea of what sort of projects Senator Warren might pursue as Banking Committee chair, let’s go to the archives. Back in 2018, Senator Warren advanced what would become one of her signature ideas; namely, the Accountable Capitalism Act (S. 3348).

The accompanying one-pager explained that under the bill:

  • Very large American corporations must obtain a federal charter as a “United States corporation,” which obligates company directors to consider the interests of all corporate stakeholders . . ..

  • The boards of United States corporations must include substantial employee participation: Borrowing from the successful approach in Germany and other developed economies, a United States corporation must ensure that no fewer than 40% of its directors are selected by the corporation’s employees.

  • Sales of company shares by the directors and officers of United States corporations are restricted . . ..

  • United States corporations must obtain shareholder and Board approval for all political expenditures . . ..

  • A United States corporation that engages in repeated and egregious illegal conduct may have its charter revoked . . ..

In an August 14, 2018, WSJ op-ed WSJ op-ed, Senator Warren wrote that:

The Accountable Capitalism Act restores the idea that giant American corporations should look out for American interests. Corporations with more than $1 billion in annual revenue would be required to get a federal corporate charter. The new charter requires corporate directors to consider the interests of all major corporate stakeholders—not only shareholders—in company decisions. Shareholders could sue if they believed directors weren’t fulfilling those obligations.

This approach follows the “benefit corporation” model, which gives businesses fiduciary responsibilities beyond their shareholders. Thirty-four states already authorize benefit corporations. And successful companies such as Patagonia and Kickstarter have embraced this role.

My bill also would give workers a stronger voice in corporate decision-making at large companies. Employees would elect at least 40% of directors. At least 75% of directors and shareholders would need to approve before a corporation could make any political expenditures. To address self-serving financial incentives in corporate management, directors and officers would not be allowed to sell company shares within five years of receiving them—or within three years of a company stock buyback.

None of these were new ideas. They were either academic utopian schemes or failed European governance models. There were (and are) very good reasons none of these dusty relics of eons of progressive corporate thought have made it into U.S. law.

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