In trust relationships, one person has a ‘beneficial interest’ in another’s performance. The former not only would but should benefit from the latter’s action, and the latter has a ‘fiduciary duty’ toward the former to so act. But where that act would otherwise be wrong, the first person’s beneficial interest would be providing a pro tanto reason for the second person to do something that is pro tanto wrong. That reason can – and should – be removed by the former (...) renouncing their beneficial interest in the latter’s pro tanto wrongful action. Doing so would cancel the fiduciary’s excuse for wrongdoing on the beneficiary’s behalf. (shrink)

Leaders in a variety of organizations are beset by challenges that test their commitments to ethical behavior in interactions with stakeholders who make up their working environments. Situations that present themselves include complex management of expectations, people, and resources, which require novel solutions that also test the boundaries between right and wrong. Such conditions arose after the 9/11 terrorist attacks on the World Trade Center Twin Towers. President Bush asked the Central Intelligence Agency to round up persons who represented a (...) continuing threat of harm to U.S. interests. What followed was a series of decisions and actions by a number of internal and external constituencies based on inaccurate reporting of treatment of and information gleaned from detainees. Lessons for understanding and avoiding resulting leadership ethical dilemmas and a novel stakeholder perspective are provided in the close. (shrink)

Business Ethics: A European Review, EarlyView.

The mainstream literature on corporate governance is based on the premise of conflicts of interest in a competitive game played by variously defined stakeholders and thus builds explicitly and/or implicitly on masculinist ethical theories. This article argues that insights from feminist ethics, and in particular ethics of care, can provide a different, yet relevant, lens through which to study corporate governance. Based on feminist ethical theories, the article conceptualises a governance model that is different from the current normative orthodoxy.

The paper aims at investigating external factors influencing organizational corporate social responsibility -related decision making. Two theoretical perspectives—stakeholder theory and institutional theory—have been applied to compile a list of external factors that might affect a company's CSR choices. As a result, a framework built on the government-related, society-related, and business-related groups of external factors is being suggested. This framework is used in the paper to answer to what extent do different external factors influence CSR-related decisions in large Danish companies and (...) how has that influence changed over the years. The research takes a qualitative approach and is designed as a multiple-case study. Empirically, the paper relies on data collected from semi-structured interviews with CSR specialists and managers and presents a dynamic perspective on the pressure exercised by the external factors on CSR decisions and choices. (shrink)

The normative foundations of the investor centered model of corporate governance, represented in mainstream economics by the nexus-of-contracts view of the firm, have come under attack, mainly by proponents of normative stakeholder theory. We argue that the nexusof- contracts view is static and limited due to its assumption of price-output certainty. We attempt a synthesis of the nexus-of-contracts and the Knightian views, which provides novel insights into the normative adequacy of the investor-centered firm. Implications for scholarship and management practice follow (...) from our discussion. (shrink)

Managers have a unique fiduciary responsibility to shareholders of a firm that implies a set of ethical obligations. At a minimum, managers are required to protect shareholder’s interests when other stakeholders are unaffected by their decision. This ethical imperative has been established in the literature. In cases of conflicts of interest between managers and shareholders, the board of directors of the firm has an ethical obligation to shareholders. The structure of the board can affect its ability to fulfill this obligation. (...) Two specific cases where managerial actions have been argued to be unethical are the adoption of classified boards and poison pills. In this study, we empirically analyze the role of board structure in protecting shareholder rights in the specific case of antitakeover provisions. We test this question on a sample of firms whose shareholders have voted to remove antitakeover provisions and find that independent, focused boards are more likely to accede to shareholder resolutions than are less independent boards. Board size is also important and related to other board structures. We draw implications of this finding for future research on the ethics of board governance.What’s really needed is a change in mindset—one that fosters not only a culture of compliance but also a company-wide environment that fosters ethical behavior and decision-making.—William H. Donaldson, SEC Chairman (2004). (shrink)

The success of the stakeholder theory in management literature as well as in current business practices is largely due to the inherent simplicity of the stakeholder model-and to the clarity of Freeman's powerful synthesised visual conceptualisation. However, over the years, critics have attacked the vagueness and ambiguity of stakeholder theory. In this article, rather than building on the discussion from a theoretical point of view, a radically different and innovative approach is chosen: the graphical framework is used as the central (...) perspective. The major shortcomings of the popular stakeholder framework are systematically confronted with the graphical scheme to illustrate their visual impact. The graphical illustrations of the imperfections help explain the sometimes-oversimplified generalisation inherent to every graphical model. They also make some interrelationships easier to understand. The analysis demonstrates that, with the tacit but implicit acceptance of simplification of the discussed explanatory elements, Freeman's framework remains a rather good approximation of reality. Only a few minor changes to the stakeholder model are consequently proposed. (shrink)

This essay bridges together social network and institutional perspectives to examine how women on boards, by breaking up directors’ homophilous networks, contribute to board effectiveness. It proposes that through real and symbolic representations, women enhance perceptions of the board’s instrumental, relational, and moral legitimacy, leading to increased perceptions of the board’s trustworthiness which in turn fosters shareholders’ trust in the firm. Envisioning the gender diversification of boards as an event of institutional change, this article considers the critical role of shareholder (...) activists and legislative support from the SEC in the deinstitutionalization of old boys’ networks and the reinstitutionalization of gender diverse boards. This work is substantiated with evidence obtained through 34 semi-structured interviews, archival and documentary evidence. (shrink)

ABSTRACTEntrepreneurs should act as stewards of entrepreneurial rent. Entrepreneurial rent is the difference between the ex post value of a venture and its ex ante costs. It is the result of competition among buyers and sellers within the market process rather than the sole efforts of the entrepreneur. As a result, entrepreneurs should allocate entrepreneurial rent for the benefit of other market participants rather than consuming it for themselves. The moral obligation to steward entrepreneurial rent is consistent with traditional bases (...) of property rights and the norm of social welfare maximization, and it applies to corporations and their shareholders, as well as individual entrepreneurs. (shrink)

Abstract:In this paper we develop a categorization scheme for stakeholder research based on differences in studies’ primary level of analysis (managerial agency, organizational, or societal) and use this scheme to review and critique genres of stakeholder-based accounting research. We draw three primary conclusions: 1) stakeholder research in accounting should more clearly incorporate the business ethics stakeholder literature, 2) ethical issues are much less likely to be considered in stakeholder-based accounting research when a managerial agency level of analysis is adopted, and (...) 3) the accounting discipline can learn from debates within the business ethics literature concerning shareholder dominance and stakeholder legitimacy. These conclusions, taken together, demonstrate the need for accounting researchers to become more focused on ethical considerations in the design of accounting information systems, performance measurement criteria, and financial reporting models. (shrink)