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  1. Managers’ Moral Obligation of Fairness to (All) Shareholders: Does Information Asymmetry Benefit Privileged Investors at Other Shareholders’ Expense?Jocelyn D. Evans, Elise Perrault & Timothy A. Jones - 2017 - Journal of Business Ethics 140 (1):81-96.
    Drawing on ethical principles of fairness and integrative social contracts theory, moral obligations of fair dealing exist between the firm and all shareholders. This study investigates empirically whether privileged investors of publicly traded firms engage in legal, but morally questionable, trading that at the expense of non-privileged institutional or atomistic investors. In this context, we define privilege as the access to material, nonpublic earnings surprise information. Our results show that the opportunity for procedural unfairness increases with the presence of privileged (...)
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  • (1 other version)Institutional Work and Complicit Decoupling across the U.S. Capital Markets: The Work of Rating Agencies.Cynthia E. Clark & Sue Newell - 2013 - Business Ethics Quarterly 23 (1):1-30.
    ABSTRACT:We focus on the core institution of the capital market and the institutional work of professional service firms that provide ratings on corporate issuers, initially in a bid to maintain this institution, which suffered when those involved relied solely on information from the issuers themselves. Through our analysis we identify a new type of decoupling—complicit decoupling. Complicit decoupling evolves over time, beginning with the creation of a new practice, here corporate ratings as a form of policing work, which emerges to (...)
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  • New Directions in Corporate Governance and Finance.Lori Verstegen Ryan, Ann K. Buchholtz & Robert W. Kolb - 2010 - Business Ethics Quarterly 20 (4):673-694.
    Corporate governance and finance are dynamic academic fields that offer myriad opportunities for business ethics analysis. Within the corporate governance triad in recent years, shareholders have increased their power over boards of directors and executives through both regulation and movements to change corporate by-laws. The impact of board characteristics on firm performance has proven elusive, leading to questions concerning board processes and individual director beliefs and behaviors. At the same time, CEOs have lost considerable power, leaving many struggling to regain (...)
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  • Engaging Ethically: A Discourse Ethics Perspective on Social Shareholder Engagement.Jennifer Goodman & Daniel Arenas - 2015 - Business Ethics Quarterly 25 (2):163-189.
    ABSTRACT:The primacy of shareholder demands in the traditional theory of the firm has typically excluded marginalised stakeholder voices. However, shareholders involved in social shareholder engagement (SSE) purport to bring these voices into corporate decision-making. In response to ethical concerns about the legitimacy of SSE, we use the lens of discourse ethics to provide a normative analysis at both action and constitutional levels. By specifying three normative questions, we extend the analysis of SSE to identify a political role for shareholders in (...)
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  • Deconstructing the Relationship Between Corporate Social and Financial Performance.Francesco Perrini, Angeloantonio Russo, Antonio Tencati & Clodia Vurro - 2011 - Journal of Business Ethics 102 (S1):59-76.
    For four decades, research on the role and responsibilities of business in society has centered on the business case for corporate social responsibility (CSR) and an increasing number of studies on the corporate social performance (CSP)—corporate financial performance (CFP) link emerged leading to controversial results. Heeding the call for a deeper understanding of the mechanisms linking certain CSR efforts to certain performance outcomes, this study provides a stakeholder-based organizing framework rooted in an extensive review of existing literature on the link (...)
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  • The Ethical Implications of Ignoring Shareholder Directives to Remove Antitakeover Provisions.Victoria B. McWilliams - 2008 - Business Ethics Quarterly 18 (3):321-346.
    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. (...)
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  • (1 other version)The Collapse of a European Bank in the Financial Crisis: An Analysis from Stakeholder and Ethical Perspectives. [REVIEW]Yves Fassin & Derrick Gosselin - 2011 - Journal of Business Ethics 102 (2):169-191.
    Fortis, the leading Benelux financial group, had been a success story of successive mergers of bank and insurance companies, with leadership in corporate social responsibility (CSR). One year after the acquisition of the major Dutch financial conglomerate ABN AMRO, the global financial crisis caused the collapse of the Fortis group. The purpose of this article is to use the case study of Fortis’s recent fall as a basis for reflective considerations on the financial crisis, from stakeholder and ethical perspectives. A (...)
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  • (1 other version)Masquerading in the U. S. Capital Markets: The Dark Side of Maintaining an Institution.Sue Newell Cynthia E. Clark - 2013 - Business and Society Review 118 (1):105-134.
    This article examines the work of professional service firms (PSFs) in their relationships with public corporations; work that is designed to ensure that investors and potential investors have information that will enable them to participate in the capital markets. Using an institutional theory lens, we view these efforts by PSFs as institutional maintenance work and specifically analyze their work related to policing (i.e., rating), enabling (i.e., tutoring), and embedding and routinizing (i.e., collaborating) that helps to support the capital market as (...)
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  • (1 other version)Masquerading in the U. S. Capital Markets: The Dark Side of Maintaining an Institution.Cynthia E. Clark & Sue Newell - 2013 - Business and Society Review 118 (1):105-134.
    This article examines the work of professional service firms (PSFs) in their relationships with public corporations; work that is designed to ensure that investors and potential investors have information that will enable them to participate in the capital markets. Using an institutional theory lens, we view these efforts by PSFs as institutional maintenance work and specifically analyze their work related to policing (i.e., rating), enabling (i.e., tutoring), and embedding and routinizing (i.e., collaborating) that helps to support the capital market as (...)
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  • (1 other version)Institutional Work and Complicit Decoupling across the U.S. Capital Markets: The Work of Rating Agencies.Cynthia E. Clark & Sue Newell - 2013 - Business Ethics Quarterly 23 (1):1-30.
    ABSTRACT:We focus on the core institution of the capital market and the institutional work of professional service firms that provide ratings on corporate issuers, initially in a bid to maintain this institution, which suffered when those involved relied solely on information from the issuers themselves. Through our analysis we identify a new type of decoupling—complicit decoupling. Complicit decoupling evolves over time, beginning with the creation of a new practice, here corporate ratings as a form of policing work, which emerges to (...)
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  • (1 other version)How do standard setters define materiality and why does it matter?Cynthia E. Clark - 2021 - Business Ethics, the Environment and Responsibility 30 (3):378-391.
    Material information is a core aspect of a firm's governance and reporting activities. If corporate information is material, then the firm has a responsibility to disclose it. Currently, firms must judge information as material largely based on a confusing set of standard setters’ definitions. I analyze the particular conditions laid out by each standard setter and explain the ethical implications that result from materiality judgments made by firms using these varied standards. Importantly, this analysis underscores that regulators, firms, and researchers (...)
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  • Compound Conflicts of Interest in the US Proxy System.Cynthia E. Clark & Harry J. Van Buren - 2013 - Journal of Business Ethics 116 (2):355-371.
    The current proxy voting system in the United States has become the subject of considerable controversy. Because institutional investment managers have the authority to vote their clients’ proxies, they have a fiduciary obligation to those clients. Frequently, in an attempt to fulfill that obligation, these institutional investors employ proxy advisory services to manage the thousands of votes they must cast. However, many proxy advisory services have conflicts of interest that inhibit their utility to those seeking to discharge their fiduciary duties. (...)
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