With the recent rash of mergers and friendly and unfriendly takeovers, two important issues have not received sufficient attention as questionable ethical practices. One has to do with the rights of employees affected in mergers and acquisitions and the second concerns the responsibilities of shareholders during these activities. Although employees are drastically affected by a merger or an acquisition because in almost every case a number of jobs are shifted or even eliminated, employees at all levels are usually the last (...) to find out about a merger transaction and have no part in the takeover decision. Second, if shareholders are the fiduciary beneficiaries of mergers and acquisitions, then it would appear that they have some responsibilities or obligations attached to these benefits, but little is said about such responsibilities. In this essay I shall analyze these two ethical issues, and at the end of the paper I shall suggest how they are related. (shrink)

The 1980s witnessed a dramatic increase in hostile takeovers in the United States. Proponents argue that well- planned mergers enhance the value of the firm and the value of the firm to society. Critics typically argue that undesired takeovers ultimately harm society due to external costs not borne by the acquiring firm. To be socially responsible, the manager must consider the effects of the merger/acquisition on all stakeholders. Different traditional ethical frameworks for decision making are proposed and reviewed. A model (...) is proposed. (shrink)

Two essays on utilitarianism, written from opposite points of view, by J. J. C. Smart and Bernard Williams. In the first part of the book Professor Smart advocates a modern and sophisticated version of classical utilitarianism; he tries to formulate a consistent and persuasive elaboration of the doctrine that the rightness and wrongness of actions is determined solely by their consequences, and in particular their consequences for the sum total of human happiness. In Part II Bernard Williams offers a sustained (...) and vigorous critique of utilitarian assumptions, arguments and ideals. He finds inadequate the theory of action implied by utilitarianism, and he argues that utilitarianism fails to engage at a serious level with the real problems of moral and political philosophy, and fails to make sense of notions such as integrity, or even human happiness itself. This book should be of interest to welfare economists, political scientists and decision-theorists. (shrink)

During the last decade, there has been a wave of mergers and hostile takeovers throughout the corporate world. This wave has been accompanied by various defensive strategies of managers to defend target firms from these takeovers. These include: greenmail, golden parachutes, and leveraged management buyouts. This paper examines hostile takeovers and defenses against them from a stakeholder point of view; that is, from a consideration of the various obligations a firm has to the different groups that have a stake in (...) the firm. I conclude that many stakeholders, such as workers and communities, have unjustly suffered as a result of hostile takeovers and the associated defenses, and that their rights as stakeholders have been violated. Finally, I suggest some possible reforms to protect these stakeholders in the future. (shrink)