A firm is not a black box with a pipe sticking out of it. Firm managers make decisions with environmental consequences long before pollution comes out of a pipe or a smokestack. Corporate law governs how firms are created and the duties their managers owe to firm stakeholders. Securities regulations govern the information that firms must share with investors. Antitrust law governs how firms behave in the marketplace with respect to competitors and customers. And bankruptcy law governs how firms wind down or are reorganized when they face financial trouble. Each of these fields of positive law governing the firm has significant implications for firm behavior with respect to the environment. Yet they are not ordinarily considered part of the environmental law toolkit. To address fully the most pressing environmental problems of our time, including issues of cumulative harm like climate change, environmental law should embrace these nontraditional levers that are central to its enterprise. This Article sounds a clarion call: The law of the corporation is environmental law.

* Assistant Professor of Legal Studies and Business Ethics, The Wharton School, University of Pennsylvania. Thanks to David Adelman, Vince Buccola, Cary Coglianese, Tom Donaldson, Herbert Hovenkamp, Bill Laufer, Richard Lazarus, Eric Orts, Diana Robertson, J.B. Ruhl, Jim Salzman, Amy Sepinwall, Richard Shell, Michael Vandenbergh, Kevin Werbach, and David Zaring; and to participants in workshops at the University of Michigan Law School; the Searle Center on Law, Regulation, and Economic Growth at Northwestern University Law School; the Alliance for Research on Corporate Sustainability 10th Annual Conference at the MIT Sloan School of Management; the Yale-Stanford-Harvard Junior Faculty Forum at Harvard Law School; and the Vermont Law School Colloquium on Environmental Scholarship for discussions about early drafts of this Article. Thanks to Greg Arpino, Jane Tomic, and Stephanie Wu for excellent research assistance. Finally, special thanks to the superb editors of the Stanford Law Review for their thoughtful feedback on this Article.