Ethical behavior — the conscious attempt to act in accordance with an individually-owned morality — is the product of an advanced stage of the maturing process. Three models of ethical growth derived from research in human development are applied to issues of business ethics.

Given the pervasive influence of neoclassical economic theory on the field of business, the opposition of the standard economists to the inclusion of moral factors in economic decisions provides an intellectual resistance to the ideas of many business ethicists. Etzioni (1988) offers a theoretical alternative to the neoclassical model, an alternative that includes a moral dimension. This article: (1) highlights the differences between Etzioni''s proposed model and the neoclassical economic paradigm; (2) describes and critically evaluates Etzioni''s proposed theory in view (...) of his objective of synthesizing the neoclassical paradigm with a duty-based morality; and (3) discusses the implications of Etzioni''s proposed paradigm for the field of business ethics. (shrink)

Although previous ethical analyses of management buyouts have presented useful insights, they have been flawed in three major ways. First, they define the transaction too narrowly, emphasizing the going private aspect and ignoring the leveraged aspect. Leveraging alters the nature of the transaction substantially and warrants additional ethical analysis. Second, these previous analyses ignore the impact of buyouts on non-stockholder constituents of the firm, an omission which renders their implicit utilitarian approach incomplete. Third, these analyses do not include Rawlsian, libertarian, (...) or Kantian perspectives on ethics. This paper addresses these shortcomings and finds the ethical status of leveraged management buyouts to be highly suspect. (shrink)

In this paper, we analyze some of the ethical dimensions of going private transactions (GPTs), wherein publicly traded firms are taken private. Financial theory suggests that efficiencies may be realized in these transactions such that outside shareholders are made better off. Empirical evidence supports this theory. We therefore argue that GPTs are not inherently exploitive or unethical. The issues of the fiduciary duty of corporate managers to shareholders and their obligations to non-shareholders are also explored.

The accurate pricing of securities in the capital markets depends upon the markets being both efficient and fair. In management buyout transactions (MBOs), the price bid by inside managers enhances the efficient pricing of securities but raises a reasonable doubt about the fairness to existing shareholders. This study addresses this fairness question in MBOs and offers short-term and long-term legal alternatives which allow both the efficiency and fairness criteria to be met. In the short-term the case law established in the (...) Basic v. Levinson decision for merger negotiation disclosures should be applied to MBO transactions. Over the longer horizon, legislative changes should be made to existing securities laws. Applying the investor protection principles of the 1933 and 1934 securities acts to MBO transactions will suppress the temptation of managers to extract shareholder wealth for their personal gain. (shrink)