The 2020 mass protests in response to the deaths of George Floyd and Breonna Taylor had a significant impact on American corporations. Several large public companies pledged an estimated $50 billion to advancing racial equity and committed to various initiatives to internally improve diversity, equity, and inclusion. While many applauded corporations’ willingness to engage with racial issues, some considered it further evidence of corporate capitulation to extreme progressivism at shareholders’ expense. Others, while thinking corporate engagement was long overdue, critiqued corporate commitment as insincere.

Drawing on historical evidence surrounding the passage of Title II of the Civil Rights Act of 1964, this Article engages with the debate on corporate “racial” responsibility to demonstrate that corporate engagement on race is not new. Indeed, during the struggle to desegregate public accommodations, corporate social responsibility was invoked to encourage voluntary desegregation and avoid federal intervention. Segregation was good business for some; for others, maintaining white supremacy justified any pecuniary losses.

While this Article argues that corporations have a role to play in achieving racial equity, it cautions against reliance on corporate social responsibility to advance racial equality. Past and current iterations of corporate racial responsibility have often represented a market-fundamentalist, value-extractive approach to racial equity that reifies existing racial hierarchies. By valuing racial equity in terms of its potential profitability, corporate racial responsibility can subordinate human dignity to wealth maximization. This Article argues for a more meaningful corporate racial responsibility that addresses the structures and laws undergirding racial inequities within corporations and our larger society.

The full text of this Article can be found by clicking the PDF link to the left.

“Corporations which do America’s business must be corporations of conscience.”

—Dr. Martin Luther King, Jr. 1 Thomas F. Jackson, From Civil Rights to Human Rights: Martin Luther King, Jr., and the Struggle for Economic Justice 185 (2007).


The 2020 killings of George Floyd and Breonna Taylor had a signifi­cant impact on a perhaps unexpected segment of American society: corporations. As antiracist protests increased in 2020, many activists demanded that corporations participate in the country’s racial reckoning. 2 See, e.g., Jena McGregor, With Protests, Silence Is ‘Not an Option’ for Corporate America, Wash. Post (June 1, 2020),‌2020/
06/01/with-protests-silence-is-not-an-option-corporate-america/ (on file with the Columbia Law Review) (“Because those who remain neutral have been tagged as contributing to the problem of racism, companies that have traditionally preferred to say nothing are being forced to wade in.”).
Corporations across the United States sprang into action, embracing the Black Lives Matter (BLM) movement and calling for an end to racial injus-tice. 3 See id. (describing statements by various companies and executives condemning injustice and paying tribute to George Floyd and Black Lives Matter). Amazon was one prominent example. Days after George Floyd’s murder, Amazon tweeted its “solidarity with the Black community—[Amazon’s] employees, customers, and partners—in the fight against systemic racism and injustice.” 4 Amazon (@amazon), Twitter (May 31, 2020),
‌status/1267140211861073927 [].
It announced a $10 million donation to a group of racial justice organizations, including the NAACP, the National Urban League, and the Thurgood Marshall College Fund. 5 See Amazon Donates $10 Million to Organizations Supporting Justice and Equity, Amazon (June 3, 2020), [] (last updated July 14, 2020). Amazon also updated Alexa, its virtual technology assistant, to respond favorably to questions about the BLM movement. 6 See Todd Haselton, Amazon Alexa, Apple Siri, Google Assistant Have Been Updated to Express Support for Black Lives Matter, CNBC (June 9, 2020), https://www.‌
2020/06/09/apple-siri-google-assistant-new-response-to-do-black-lives-matter.html [https://]. As of this publication, when you ask Alexa if Black lives matter, it responds: “Black lives matter. I believe in racial equality. I stand in solidarity with the Black community in the fight against systemic racism and injustice. To learn how you can take action, I recommend visiting and” Id. Similarly, if you ask Alexa whether all lives matter, it responds: “All lives matter, however Black lives are disproportion­ately in danger in the fight against systemic racism and injustice. To learn how you can take action, I recommend visiting and” Id.
The company even appointed its first Black executive after years of criticism concerning the racial and gen­der homogeneity of its leadership council. 7 See Matt Day, Amazon Names First Black Executive to Bezos’s Ruling Council, Bloomberg (Aug. 21, 2020),
‌amazon-names-first-black-executive-to-bezos-s-ruling-council (on file with the Columbia Law Review) (noting that the group of executives is “largely white” and “male” and that Alicia Boler Davis’s appointment came after criticism of its makeup).
It seemed that Amazon was taking racial equity seriously.

Companies such as Nike, 8 See Press Release, Nike, Inc., Jordan Brand and Michael Jordan Statement on Commitment to the Black Community (June 5, 2020),
newsroom‌/releases/jordan-brand-statement-on-commitment-to-black-community [https://‌Y2KA-MFZC] (announcing $100 million in donations to racial justice organizations).
Walmart, 9 Doug McMillon, Letter to Walmart Associates on Advancing Our Work on Racial Equity, Walmart (June 12, 2020),‌06/12/
advancing-our-work-on-racial equity [] [hereinafter Letter From Doug McMillon] (announcing racial equity initiatives, including a $100 million com­mitment to start a center for racial equity).
Apple, 10 See Tim Cook, Speaking Up on Racism, Apple,‌
speaking-up-on-racism/ [] (last visited Oct. 23, 2023) (announcing donations to Equal Justice Initiative and other organizations alongside a commitment to address issues impacting communities of color).
and Delta 11 See Ed Bastian, Memo: Taking Action on Racial Justice, Diversity, Delta News Hub (Aug. 11, 2020), [] (announcing a commitment to racial equity through leadership changes, talent strategy, partnerships with community organizations, and prioritizing Black business partners). made similar pledges. These companies and many others voiced their support for BLM, announced racial equity initiatives, and emphasized their commitments to improving diversity, equity, and inclusion within their companies. 12 See Tracy Jan, Jena McGregor & Meghan Hoyer, Corporate America’s $50 Billion Promise, Wash. Post (Aug. 23, 2021),
‌interactive/2021/george-floyd-corporate-america-racial-justice/ (on file with the Columbia Law Review) [hereinafter Jan et al., Corporate America’s $50 Billion Promise] (last updated Aug. 24, 2021) (detailing commitments beyond the traditional forms of philanthropy, including diversifying the workforce and buying from Black-owned businesses).

Many corporate leaders called this the dawning of a new era of corpo­rate social responsibility (CSR). 13 See, e.g., Ass’n of Corp. Citizenship Pros. & Rocket Soc. Impact, Impact of COVID-19 & Racial Justice Movement on Corporate Social Responsibility 3 (2021), https:// (on file with the Columbia Law Review) (highlighting survey results show­ing that the racial justice movement is driving increased corporate investment in diversity, equity, and inclusion); Sustainable Inv. Team & Equity Rsch. Team, Putnam Invs., Toward Racial Justice 6–8 (2021), [] (describing shifts in the current cultural envi­ronment that necessitate change in business tactics).
As the phrase implies, CSR is the belief that corporations should pursue goals that benefit society and, in this case, view racial equity and justice as important to their operations, profits, and overarching societal obligations. 14 David Chandler & William B. Werther, Jr., Strategic Corporate Social Responsibility: Stakeholders, Globalization, and Sustainable Value Creation 6 (3d ed. 2013). See generally Emilie Aguirre, Beyond Profit, 54 U.C. Davis L. Rev. 2077 (2021) (discussing how corporations pursue goals beyond profitability). CSR advocates believe that corporations have obligations not only to shareholders but to a broad cross section of stakeholders—employees, consumers, and society at large. 15 See, e.g., Stefan J. Padfield, Corporate Social Responsibility & Concession Theory, 6 Wm. & Mary Bus. L. Rev. 1, 16 (2015) (“Simply put, the CSR position is that shareholder wealth may be sacrificed if the net social gain is positive, so that a board may defend its actions by pointing to some accounted-for social benefit even when it demurs on the issue of shareholder wealth maximization.”). The wave of corporate commitments to racial equity seemed to indicate that corpora­tions were viewing their purpose more broadly and that this purpose went beyond profitability.

Now, however, two years removed from the massive racial justice pro­tests that gripped the United States, some corporations have backtracked on their antiracist commitments. Their financial pledges to antiracist causes have gone unfulfilled. 16 See Shaun Harper, Where Is the $200 Billion Companies Promised After George Floyd’s Murder?, Forbes (Oct. 17, 2022),
2022/10/17/where-is-the-200-billion-companies-promised-after-george-floyds-murder/ [] (stating that, as of August 2021, “37 of the 50 largest com­panies had disbursed only $1.7 billion of the nearly $50 billion pledged” in the aftermath of the murder of George Floyd (citing Jan et al., Corporate America’s $50 Billion Promise, supra note 12)).
Their promises to diversify their workforces have not been realized. 17 See Ebony Flake, Tech Companies Are Quietly Defunding Diversity Pledges and Industry Layoffs Are Hitting Black and Brown Workers Hardest—Experts Say the Message Is Clear, Essence (Dec. 8, 2022), [] (“A 2022 study showed minimal increase in the percentage of Black employees since 2020.” (citing Donald T. Tomaskovic-Devey & JooHee Han, The Tech Industry Talks About Boosting Diversity, but Research Shows Little Improvement, The Conversation (Mar. 1, 2022), [])). Other corporate antiracist programs that were priorities in the aftermath of George Floyd’s murder are no longer so. 18 See id. (“As recession fears cause executive decision-makers to reassess their bot­tom lines, many have quietly divested from commitments to diversity and inclusion.”). Those who still believe that CSR can ensure and sustain racial equity efforts are learning a tough and unfortunate lesson. As easily as a corporation might create initiatives that purport to advance racial equity, it can retreat or even end those initiatives just as easily and with no repercussions.

Fleeting corporate commitments to racial equity are nothing new. They are inherent to racial equity strategies that depend on CSR. During the civil rights movement, for example, similar problems emerged as businesses became critical sites for antisegregation protests and demands for CSR. In 1960, a wave of sit-in demonstrations erupted at segregated public accommodations throughout the South. 19 Aldon D. Morris, The Origins of the Civil Rights Movement: Black Communities Organizing for Change 197–99 (1984); see also Julian Bond, SNCC: What We Did, Monthly Rev. (Oct. 1, 2000), [https://] (explaining the sit-ins’ far-reaching implications).
These protests would change the civil rights movement forever. One of the activists’ core demands was that these segregated businesses act responsibly. 20 See Ella Baker, Bigger Than a Hamburger, S. Patriot (May 1960), reprinted in C.R. Movement Archive, [] (last visited Oct. 24, 2023). Segregated lunch coun­ters made visible injustice and corporate social irresponsibility—a business’s participation in an immoral and unethical social and legal code. 21 See id. Civil rights activists initially attempted to persuade individual businesses to end their Jim Crow practices. 22 See Morris, supra note 19, at 197–213. Activists appealed to businesses’ CSR, urging them to surpass their legal obligations and desegregate voluntarily because it was the right thing to do. 23 For example, the Nashville sit-ins—which lasted from February 13 to May 16, 1960—combined with a series of negotiations and economic boycotts by Black patrons helped “convince” private businesses and public facilities in downtown Nashville of the “benefits” of voluntarily desegregating. Id. at 205–13; see also Martin Oppenheimer, The Sit-In Movement of 1960, at 124–26 (David J. Garrow ed., 1989) (highlighting the negotia­tion effort and difficulties in desegregating Nashville).

Socially minded businesses and civic and political leaders also cham­pioned CSR as a solution to the racial protests of the early to mid-1960s. 24 See infra Part II. Proponents of CSR asserted that business owners’ voluntary desegregation of public accommodations could end or prevent divisive sit-ins, litigation, and legislative wrangling. CSR, therefore, was framed as a means to meet civil rights activists’ demands while preserving corporate interests and avoiding government interference. 25 See infra Part II. Segregated public accommodations regularly provoked demonstrations and limited businesses’ commerce with patrons of all races. 26 See Oppenheimer, supra note 23, at 129 (explaining how sit-ins and other demon­strations negatively affected businesses); Ricard Gil & Justin Marion, Residential Segregation, Discrimination, and African-American Theater Entry During Jim Crow 7 (Nov. 23, 2015), [] (unpublished manuscript) (detailing the effects of segregation in the movie-theater industry during Jim Crow). Voluntary desegregation seemed to offer a pro­gressive, sensible, and potentially profitable approach to the problem of Jim Crow in public accommodations. It could even enhance some busi­nesses’ racial reputation.

Nonetheless, reliance on CSR failed to achieve meaningful desegre­gation in southern localities. Many white-owned businesses would agree to desegregate during negotiations with civil rights leaders but renege shortly thereafter—or they would simply refuse to desegregate. 27 See infra section II.A. CSR, therefore, allowed some white businesses to claim compliance with civil rights ideals without changing significant aspects of their operations, thus becoming a tool that ultimately undermined racial progress. Black activists soon moved away from CSR as a possible path toward desegregation and instead initiated a campaign that led to the enactment of Title II. 28 See Morris, supra note 19, at 199–203 (describing the role of the Southern Christian Leadership Conference (SCLC) in organizing the mass sit-in movement of 1960). Title II pro­foundly transformed the debate around race and CSR. Most notably, it set a federal floor for racial justice in the area of public accommodations. 29 See infra section II.C. After its passage, Black people no longer had to depend on corporate lead­ers’ hearts and minds to receive service and basic human dignity. The law now guaranteed their civil rights.

This Article uses legal and social history to examine “corporate racial responsibility” 30 The Article switches between using “corporate social responsibility” (CSR) and “corporate racial responsibility” at various junctures. As discussed in the Article, “CSR” is capacious enough to describe corporate commitment to a wide range of social responsibili­ties, including the environment, labor rights, sustainability, and race. This Article’s focus is primarily (and in some instances exclusively) on businesses’ engagements on race-related matters. Historically and today, business engagement in racial equity is generally cabined under CSR in common parlance. But the Article uses “CSR,” primarily for historical accu­racy, when discussing these efforts during the civil rights era. When analyzing contemporary efforts to engage firms in racial equity, this Article defaults to “corporate racial responsibil­ity” to indicate its specific focus. —the engagement of businesses 31 This Article uses “businesses,” “corporations,” and “firms” to refer to private enterprises engaged in commerce. The authors recognize that not all businesses and firms are corporations but use the terms somewhat loosely to refer to all forms of businesses, regard­less of how they are organized. in racial equity—from a historical and contemporary standpoint. It argues that past and current iterations of corporate racial responsibility present a market-fundamentalist, value-extractive approach to racial equity that reifies existing racial hierarchies and fails to produce change. While the authors believe firmly that businesses have a role to play in achieving racial equity, past and pre­sent iterations of corporate racial responsibility do not reflect a meaning­ful attempt to engage in racial equity. 32 This Article adopts the following definition of racial equity:
Racial equity is a process of eliminating racial disparities and improv­ing outcomes for everyone. It is the intentional and continual practice of changing policies, practices, systems, and structures by prioritizing meas­urable change in the lives of people of color.
. . . Racial equity is the process for moving towards the vision of racial justice. Racial equity seeks measurable milestones and outcomes that can be achieved on the road to racial justice. Racial equity is neces­sary, but not sufficient, for racial justice.
What Is Racial Equity?, Race Forward, [] (last visited Oct. 23, 2023) (emphasis omitted).
Rather, corporate racial responsibility prioritizes corporate interests over human dignity, requiring Black and Brown communities to prove their value to the corporate bot­tom line before being worthy of attention. Further, in privileging a volun­tary, market-based approach to corporate racial responsibility, firms stymie racial progress by undercutting regulation that would result in more mean­ingful change. The sum total of these strategies enacted under the guise of progressivism, therefore, is to exploit the very communities who ought to benefit from corporate racial responsibility.

This Article makes three core contributions.

First, it connects two bodies of literature in a unique way. The first body of scholarship is the civil rights canon. Civil rights scholars have used sit-ins to demonstrate the power of protest on law. They emphasize that civil rights activism created the political environment for Congress to reconsider its abilities to regulate interstate commerce, ensure equal protection, and protect private property rights. 33 See, e.g., Jackson, supra note 1, at 170 (“In retrospect, 1963 and 1964 presented the last, best opportunity of the postwar era to institutionalize social democratic policies that could have addressed the growing crisis of joblessness at the heart of the racial and urban crises that endure to this day.”). See generally Tomiko Brown-Nagin, Courage to Dissent: Atlanta and the Long History of the Civil Rights Movement (2011) (providing a leading social-movement history of the Civil Rights Act of 1964). This Article’s reexamination of the sit-in movement innovates civil rights scholarship because it demon­strates CSR’s role in proving the need for legal intervention to guarantee civil rights. These insights challenge civil rights scholars to recognize that civil rights history is part of corporate governance scholarship; such an account expands traditional understandings of the scope of the civil rights movement. 34 Cf. Jacquelyn Dowd Hall, The Long Civil Rights Movement and the Political Uses of the Past, 91 J. Am. Hist. 1233, 1234–36 (2005) (describing civil rights historiography and challenging the “master narrative” of the civil rights movement, which limits the movement to a short “classical” phase culminating in the passage of the Civil Rights Act of 1964). Civil rights activists were not only interested in transforming federal law—they were also challenging and reimagining conceptions of CSR.

The second body of scholarship is robust literature on CSR. Over the past two decades, businesses, investors, and consumers have invested more significantly in CSR and its more commonly known counterpart, “ESG” (environmental, social, and governance). 35 See Elizabeth Pollman, The Making and Meaning of ESG, Harv. Bus. L. Rev. (forthcoming 2024) (manuscript at 1), [https://] (explaining that “trillions” of dollars have flowed into ESG-labeled investment products).
Yet despite demands for more prosocial corporations, race has not figured prominently in this scholarly literature. Rather, scholars have examined race primarily when discussing corporate board diversity. 36 See, e.g., Atinuke O. Adediran, Disclosing Corporate Diversity, 109 Va. L. Rev. 307, 309 (2023) (arguing that ESG disclosures can be used to diversify corporate boardrooms and workplaces). Despite these gaps in the extant scholarship, broader societal debates will continue about how corporations can advance racial equity in ways that transcend their (minimal) legal responsi­bility. There has been some reckoning about race and racism in corporate life; there must also be a reckoning about the neglect of race and racism in corporate governance scholarship. This Article seeks to contribute to that conversation.

Second, this Article engages with current debates on CSR to illustrate that the primary critiques against corporate racial responsibility fail to con­sider the lessons from the civil rights era and misconstrue corporate engagement’s most pressing shortcomings in racial equity. For example, one of the more strident critiques against corporate racial responsibility is that corporations should not engage with race-related issues because it is beyond the ambit of their proper purpose. 37 See Andrew Edgecliffe-Johnson, The War on ‘Woke Capitalism’, Fin. Times (May 27, 2022), (on file with the Columbia Law Review) (listing prominent critiques of corporate social responsibility, including that companies “seized . . . th[e] opportunity to teach this generation that the way to fill [the hunger to find a higher purpose at work] is to . . . order a cup of ice-cream with a cup of morality on the side” (internal quotation marks omitted) (quoting then–presidential candidate Vivek Ramaswamy)). This critique, however, takes a narrow and ahistorical view of corporate engagement in racial issues. Corporations actively participated in the transatlantic trade of Black Africans, profiting from the transportation, sale, and forced labor of enslaved Black people. 38 See Rashad Robinson, Opinion, Corporations Profit From Racism. It’s Time for Us to Stand Up to Them, The Guardian (May 16, 2019),‌
commentisfree/2019/may/16/racial-justice-corporations [] (discussing the role of corporations in promoting racist ideologies in America); Zoe Thomas, The Hidden Links Between Slavery and Wall Street, BBC (Aug. 28, 2019), [] (noting that “[s]ome of the largest insurance firms in the US—New York Life, AIG and Aetna—sold policies that insured slave owners would be compensated if the slaves they owned were in­jured or killed”).
Doing so required denying the humanity and dig­nity of Black people, which corporations (and many white people) were willing to do. This is an early and striking example of business engagement in race-related issues, which shows that corporations have long cared about race, even if the reasons and ways have changed over the centuries.

In more recent history, during the civil rights era, some businesses agreed to desegregate voluntarily to avoid demonstrations and enhance their reputation, but then they often retreated from their pledges to desegregate when they deemed these pledges no longer in their interests. 39 See infra section II.B.1. Like­wise, in today’s environment, many corporations have reneged on their racial equity pledges. 40 See Jan et al., Corporate America’s $50 Billion Promise, supra note 12 (“[C]om­panies reported just a tiny fraction [of their collective $49.5 billion pledge]—about $70 mil­lion—went to organizations focused specifically on criminal justice reform . . . .”). This historical continuity reveals that corporate commitments to racial equity are not a modern development in deference to social pressure; rather, corporations typically make, and have historically made, these commitments to further their short-term private interests.

Third, this Article illustrates its thesis by critically assessing corporate racial responsibility. As both past and present developments demonstrate, corporate racial responsibility adopts a market-fundamentalist, value-extractive approach to racial equity that subordinates human dignity to wealth maximization, reifies existing racial hierarchies, and stymies true racial progress. Both the civil rights era and today provide salient exam­ples. During the Title II debates, some political actors argued that volun­tary desegregation was sufficient to end Jim Crow. 41 See infra Part II. They cited the incremental steps in some southern localities as proof that federal inter­vention in the area of civil rights was unnecessary. 42 See infra Part II. In other words, a few businesses’ willingness to engage in voluntary desegregation became a way to undermine civil rights activists’ demands. As a contemporary example, corporations might resist mandatory diversity disclosures on the basis that they already provide that information voluntarily. 43 See Jeff Green, Katherine Chiglinsky & Cedric Sam, America’s Top Employers Are Winning at Race Data Transparency—Except Musk and Buffett, Bloomberg (Mar. 21, 2022), (on file with the Columbia Law Review) (detailing S&P 100 companies’ approaches to voluntarily dis­closing racial diversity information via their EEO-1 reports). Corporate racial responsibility legitimates—at least implicitly—antiregulatory, temporary, and often ad hoc responses to enduring and systemic racial problems. Such an approach is far from racial equity. It often replicates an older, rac­ist, and antidemocratic paradigm whereby the fates of racial minorities are largely in the hands of white corporate elites.

This Article proceeds in four parts. Part I chronicles the major schol­arly debates around CSR and corporate purpose. It also begins a racial reckoning in the corporate governance scholarship by detailing how and why scholars should take greater account of race in this literature.

Part II details the corporate racial responsibility debates during the civil rights movement. Activists in cities like Birmingham, Alabama, and Atlanta, Georgia, learned that voluntary desegregation could not end Jim Crow in public accommodations. 44 See infra section II.B. Their activism exposed the limits of corporate-led approaches to racial justice, and these experiences ulti­mately drove them to seek federal civil rights legislation. 45 See infra section II.B. Title II, which desegregated public accommodations, proved to be a far more effective and durable remedy for racial discrimination in public accommodations than voluntary desegregation.

Part III analyzes the contemporary debates on corporate racial responsibility, challenging critiques that derive from different—and to some extent, opposed—political stances to show that these critiques ignore the lessons of the civil rights era and miss what is truly problematic about corporate racial responsibility. This Part excavates corporate racial responsibility’s shortcomings, analyzing its market-fundamentalist, antiregulatory features that seek to extract value from the communities corporate racial responsibility is meant to benefit rather than enact meaningful change.

Part IV concludes by applying the lessons learned from civil rights his­tory to the contemporary struggle for racial equity. It offers corporations concrete recommendations so that the recent protests and corporate racial pledges can be more than fleeting moments of racial reckoning. Justice demands far more. If corporations are sincerely committed to ensuring racial equity, they must be honest enough to learn from their past racial shortcomings, bold enough to envision a future beyond mere profit maximization, and committed enough to work for robust, progressive civil rights legislation.