In the wake of corporate governance scandals, questions arise about the effectiveness and intent of corporate ethical codes: Are they genuine governance mechanisms to enhance corporate responsibility, or are they mere shields against legal risks? This study delves into the linguistic choices within ethical codes, positing that these choices serve as communication devices that articulate a firm’s institutional logic. We use stakeholder theory to differentiate between code language that is governed by instrumental (legal-oriented) or normative (behavior-oriented) logic. Upon analyzing the (...) lexicon of Fortune 500 corporate codes, our findings reveal that behavior-oriented codes are associated with a decrease in the number of environmental, social, and governance (ESG) issues. Yet, they correspond to an increase in class action lawsuits. By contrast, legal-oriented codes are linked to an increase in ESG issues but to reduced legal litigation. Notably, firms that blend approaches from both logics experience lower litigation rates. These findings enrich the discourse on stakeholder theory and provide practical guidance for organizations aiming to refine their ethical codes. This refinement seeks to enhance ethical behavior and mitigate corporate risks. (shrink)

Stakeholder theory is traditionally motivated by the need to reconceptualize three core problems of business: value creation and trade, the ethics of capitalism, and managerial mindsets. We argue that the need for this reconceptualization arises, in part, from the limitations of mainstream economic theory in grasping the evolving business environment. The original institutional economics of John R. Commons offers an alternative body of economic thought that addresses these limitations by replacing the atomistic individualism of mainstream economics with an ontology grounded (...) in collective action. Drawing on Commons’ insights, we demonstrate how the problem of value creation and trade takes on a new meaning of promoting security of expectations through conflict resolution and the maintenance of order. We further reconstruct the problem of the ethics of capitalism by drawing on Commons’ concept of reasonableness, rooted in evolving community standards of morality. Finally, we trace the problem of managerial mindsets to Commons’ category of industrial goodwill, which suggests that managers can deliberately pursue policies that maximize stakeholders’ collaborative attitudes. We conclude that reconstructing these three problems of business through Commons’ categories reveals the deeper institutional economics content embedded within contemporary stakeholder theory. (shrink)

Our understanding of how public actors directly influence stakeholder engagement through mechanisms such as regulation and licensing has been steadily improving. However, the indirect influence of public governance measures on stakeholder engagement remains less explored. This article seeks to bridge this gap by examining how public sector actors use participatory governance to influence private stakeholder engagement beyond public governance processes. We introduce the concept of silent steering to describe how indirect effects on stakeholder engagement occur. Through an in-depth case study (...) of Finnish mining governance from 1995 to 2020, we uncover how silent steering of private engagement occurs through role-giving, example-giving, and expectation-giving. Through these processes, public actors can exert significant influence over industry- and firm-level private stakeholder engagement processes even when they are not present. (shrink)