Scholars who favor shareholder primacy usually claim either that managers should not fulfill corporate duties of beneficence or that, if they are required to fulfill them, they do so by going against their obligations to shareholders. Distinguishing between structurally different types of duties of beneficence and recognizing the full force of the normative demands imposed on managers reveal that this view needs to be qualified. Although it is correct to think that managers, when acting on behalf of shareholders, are not (...) required to fulfill wide duties of charity, they are nevertheless required to fulfill a variety of narrow duties of beneficence. What is more, the obligation to fulfill these duties arises precisely because they are acting on behalf of shareholders. As such, this article 1) refines our understanding of the duties of corporate beneficence and 2) helps to identify which duties of beneficence are imposed on managers when they are acting on behalf of shareholders. (shrink)

ABSTRACT:The distinction between what I call nonelective obligations and discretionary obligations, a distinction that focuses on one particular thread of the distinction between perfect and imperfect duties, helps us to identify the obligations that carry over from principals to agents. Clarity on this issue is necessary to identify the moral obligations within “shareholder primacy”, which conceives of managers as agents of shareholders. My main claim is that the principal-agent relation requires agents to fulfill nonelective obligations, but it does not always (...) require discharging discretionary obligations. I show that the requirement to fulfill nonelective obligations is more far-reaching than has been acknowledged by most defenders and critics of shareholder primacy. But I also show that managers are not bound by certain discretionary obligations like charity, showing that their moral obligations are more circumscribed than the obligations that apply to human beings in general. (shrink)

Google is a complex and complicated political beast with a significant, and often confusing, interest, in copyright matters. On one hand, for example, Google is widely accused of profiting from piracy. On the other, Google routinely complies with what is rapidly approaching a billion copyright takedown requests annually. In the present article, Foucault, neo-Gramscians, and Deleuze and Guattari are utilized to help construct a 32 dispositive analysis framework that overlaps three dispositive modalities and perspectives. In applying the framework to the (...) Google–copyright relationship, the article shows how Google was “born political”: in that it was, and still is, disposed by an apparatus comprised of copyright laws, Silicon Valley culture, and broad advances in digitization. Moreover, the article shows how Google continuously acts where “politics is born”: as it significantly shapes copyright considerations by disposing of human and organizational phenomena through articulations and assemblages. (shrink)

Stakeholder theory is widely accepted but elementary aspects remain indeterminate as the term ‘stakeholder’ is an essentially contested concept, being variously describable, internally complex and open in character. Such contestability is highly problematic for theory development and empirical testing. The extent of essential contestability, previously unknown, is demonstrated in this paper through a bounded systematic review of 593 different stakeholder theory definitions. As an essentially contested concept, the solution does not lie in a universal stakeholder definition, but in debating the (...) boundaries of stakeholder identification. To this end, this paper presents the first major attempt at sorting, filtering and ordering stakeholder theory and stakeholder definitions to produce a comprehensive, multi-dimensional classification of stakeholder theory. The constructs of the classification model juxtapose existing stakeholder theories and contributions from across the multi-contextual applications of stakeholder theory, thereby providing an invaluable overview of what we know about stakeholder theory in one model. The classification model is then tested with positive results. The paper concludes with a comprehensive discussion of the implications of classification stakeholder theory definitions, which has for future research. (shrink)

Recent academic articles point to an increased vagueness and overlap in concepts related to business ethics and corporate responsibility. Further, the perception of these notions can differ in the smallbusiness world from the original academic definitions. This article focuses on the cognition of small-business owner-managers. Given the impact of small-business owner-managers on their ventures, corporate responsibility and ethical issues can take a different route in SMEs. The small-business owner-manager is able to shape the corporate culture and to enact values other (...) than profit. Adopting a cognitive perspective, we have identified how the small-business owner-manager makes sense of notions linked to corporate social responsibility (CSR) and business ethics. The concept of sensemaking has recently been applied to CSR (Basu and Pallazzo, 2008; Cramer et al., 2006). Applying a cognitive perspective to small-business owners may help in explaining specific phenomena found within smallbusiness ownership. For this research, the Repertory Grid Technique (RGT) is used, a method that has not previously been widely applied in the business and society field. Our findings to an extent invalidate the confusion in terminology found in the academic literature. Smallbusiness owner-managers, pragmatically and rather clearly, differentiate among the various concepts related to corporate responsibility and business ethics but, at the same time, they recognise the interrelationships and interdependencies of these concepts. These findings contribute to a better understanding of how small-business owners think and integrate corporate responsibility and ethical issues into their decisionmaking. (shrink)

The ‘Guiding Principles on Business and Human Rights’ (Principles) that provide guidance for the implementation of the United Nations’ ‘Protect, Respect and Remedy’ framework (Framework) will probably succeed in making human rights matters more customary in corporate management procedures. They are likely to contribute to higher levels of accountability and awareness within corporations in respect of the negative impact of business activities on human rights. However, we identify tensions between the idea that the respect of human rights is a perfect (...) moral duty for corporations and the Principle’s ‘human rights due diligence’ requirement. We argue that the effectiveness of the ‘human rights due diligence’ is in many respects dependent upon the moral commitment of corporations. The Principles leave room for an instrumental or strategic implementation of due diligence, which in some cases could result in a depreciation of the fundamental norms they seek to promote. We reveal some limits of pragmatic approaches to coping with business-related human rights abuses. As these limits become more apparent, not only does the case for further progress in international and extraterritorial human rights law become more compelling, but so too does the argument for a more forceful discussion on the moral foundations of human rights duties for corporations. (shrink)

How does a board of directors decide what is right? The contest over this question is frequently framed as a debate between shareholder value and stakeholder rights, between a utilitarian view of the ethics of corporate governance and a deontological one. This paper uses a case study with special circumstances that allows us to examine in an unusually clear way the conflict between shareholder value and other bases on which a board can act. In the autumn of 2010, the board (...) of Liverpool Football Club sold the company to another investing group against the explicit wishes of the owners. The peculiar circumstances of this case provide insight into the conflict between ethical approaches to board decisions, allowing us to see certain issues more clearly than we can in listed corporations with many shareholders. What the analysis suggests is that the board saw more than one type of utility on which to base its ethical decision, and that one version resonated with perceived duties to stakeholders. This alignment of outcomes of strategic value with duties contrasted with the utility of shareholder value. While there are reasons to be cautious in generalizing, the case further suggests reasons why boards may reject shareholder value, in opposition to mainstream notions of corporate governance, without rejecting utility as a base of their decisions. Further, the partial alignment of duty and utility facilitates a pragmatic decision rather than one based on a priori claims. (shrink)

ABSTRACT:I here advance a critical research agenda for the political perspective of corporate social responsibility (Political CSR). I argue that whilst the ‘Political’ CSR literature is notable for both its conceptual novelty and practical importance, its development has been hamstrung by four ambiguities, conflations and/or oversights. More positively, I argue that ‘Political’ CSR should be conceived as one potentialformof globalization, and not as aconsequenceof ‘globalization’; that contemporary Western MNCs should be presumed to engage in CSR for instrumental reasons; that ‘Political’ (...) CSR should be associated with a corresponding ‘political’ model of corporate governance; and that both a ‘Rawlsian’ and ‘Habermasian’ perspective of Political CSR are different from ‘Political’ CSR. In concluding, I use these four critiques to identify a number of areas within which increasingly robust and sophisticated positive and normative theories of Political CSR are required. (shrink)

How does a board of directors decide what is right? The contest over this question is frequently framed as a debate between shareholder value and stakeholder rights, between a utilitarian view of the ethics of corporate governance and a deontological one. This paper uses a case study with special circumstances that allow us to examine in an unusually clear way the conflict between shareholder value and other bases on which a board can act. In the autumn of 2010, the board (...) of Liverpool Football Club sold the company to another investing group against the explicit wishes of the owners. The peculiar circumstances of this case provide insight into the conflict between ethical approaches to board decisions, allowing us to see certain issues more clearly than we can in listed corporations with many shareholders. What the analysis suggests is that the board saw more than one type of utility on which to base its ethical decision, and that one version resonated with perceived duties to stakeholders. This alignment of outcomes of strategic value with duties contrasted with the utility of shareholder value. While there are reasons to be cautious in generalizing, the case further suggests reasons why boards may reject shareholder value, in opposition to mainstream notions of corporate governance, without rejecting utility as a base of their decisions. Further, the partial alignment of duty and utility facilitates a pragmatic decision rather than one based on a priori claims. (shrink)

In recent years, the stakeholder approach has been widely applied in the debate on corporate social responsibility (CSR). Although many authors of this approach have reviewed many elements of the model, they have unconditionally accepted several criteria assumed by Freeman ( 1984 ) to identify stakeholders. In general, stakeholder authors have assumed that (a) the company establishes dyadic relationships with other agents, and (b) decisions made by a company only have foreseen and direct effects on other agents. These criteria have (...) enabled researchers to understand simple processes. However, they have also prevented researchers from explaining how action comes about, and how responsibility is shared, in many complex processes taking place in contemporary societies. Such complex processes involve many agents, and each decision can generate unexpected effects which accumulate or disseminate. Furthermore, the normative structure governing these processes can affect and/or be affected by the actions of agents. In this study, we propose new criteria to expand the stakeholder model and facilitate the study of CSR in such processes. (shrink)

Although the foundation of financial accounting and auditing has traditionally been based upon a rule-based framework, the concept of a principle-based approach has been periodically advocated since being incorporated into the AICPA Code of Conduct in 1989. Recent high profile events indicate that the accountants and auditors involved have followed rule-based ethical perspectives and have failed to protect investors and stakeholders – resulting in a wave of scandals and charges of unethical conduct. In this paper we describe how the rule-based (...) traditions of auditing became a convenient vehicle that perpetuated the unethical conduct of firms such as Enron and Arthur Andersen. We present a model of ten ethical perspectives and briefly describe how these ten ethical perspectives impact rule-based and principle-based ethical conduct for accountants and auditors. We conclude by identifying six specific suggestions that the accounting and auditing profession should consider to restore public trust and to improve the ethical conduct of accountants and auditors. (shrink)

This article draws on the moral philosophy of Immanuel Kant to explore whether a corporate ‘duty of beneficence’ to non-shareholders is consistent with the orthodox ‘shareholder theory’ of the firm. It examines the ethical framework of Milton Friedman’s argument and asks whether it necessarily rules out the well-being of non-shareholders as a corporate objective. The article examines Kant’s distinction between ‘duties of right’ and ‘duties of virtue’ (the latter including the duty of beneficence) and investigates their consistency with the shareholder (...) theory. The article concludes that it is possible within the ethical framework of shareholder theory for managers to pursue directly the happiness of non-shareholders. Furthermore, shareholders have a duty to hold management to account for the moral consequences of the firm’s activities on non-shareholding stakeholders. (shrink)

In his tripartite theory of corporate responsibility, Kenneth Goodpaster argues for the inclusion of “Comprehensive Moral Thinking (CMT)” as the third part alongside shareholder and stakeholder thinking. CMT requires managers sometimes to act for reasons of dignity or a just community, against what shareholder and stakeholder thinking recommend. To address concerns about the demandingness of CMT, Goodpaster argues that the responsibilities it imposes are significant but qualified or conditional: they require only that managers make efforts to address problems of dignity (...) and justice, especially in cooperation with other willing firms. If extreme efforts are required or if other firms are unwilling to cooperate, managers can be justified in deciding in favor of shareholder or stakeholder values, even when dignity or justice is at stake. I raise two problems for the appeal to qualified responsibility—an extensional problem about the inability of the account to yield the correct judgment in important cases and an internal problem about the coherence of the account when qualified responsibility is included. I conclude by considering the prospects of a theory that includes CMT but rejects qualified responsibility. (shrink)

Organizational governance has historically focused around the perspective of principals and managers and has traditionally pursued the goal of maximizing owner wealth. This paper suggests that organizational governance can profitably be viewed from the ethical perspective of organizational followers - employees of the organization to whom important ethical duties are also owed. We present two perspectives of organizational governance: Principal Theory that suggests that organizational owners and managers can often be ethically opportunistic and take advantage of employees who serve them (...) and Principle Theory that focuses on guiding principles that are sometimes taken too far in organizations. In introducing these two new organizational governance perspectives, we offer insights into the value of rethinking ethical duties owed to organizational followers. (shrink)