The ESG Paradox: Systemic Resistance and the Crisis of Corporate Governance
Document Type
Article
Publication Date
2025
Abstract
This Article examines a recent lawsuit between ExxonMobil Corporation and its shareholders that contested the definition of "ordinary business operations" under Rule 14a-8 of the Securities & Exchange Act of 1934. 1 Through the lens of Niklas Luhmann's systems theory, 2 particularly his concept of "operational closure," the analysis reveals how corporate resistance to ESG initiatives reflects deeper systemic patterns in late capitalist governance. ESG frameworks emerged as a challenge to neoliberal corporate governance, promising to address mounting environmental and social concerns. However, the neoliberal model has responded by both absorbing ESG through "greenwashing" and rejecting its more transformative elements-a pattern that exemplifies the maladaptive tendencies of systemic operational closure. 3 Beyond simply challenging corporate environmental and social policies, ESG has precipitated an epistemic crisis within corporate governance itself. This crisis has intensified neoliberal ideology's resurgence, particularly its commitment to shareholder primacy, manifesting in governance strategies
Recommended Citation
Ansah, Tawia B., The ESG Paradox: Systemic Resistance and the Crisis of Corporate Governance (February 18, 2026). Wm. & Mary Env’t L. & Pol'y Rev., Volume 50, Issue 1, pp. 1-84 (2025)
