The 'business judgement rule ' requires corporate directors only to act with honesty and reasonable care in the interest of shareholders. A stronger ' fiduciary ' duty is required where one party requires protection from another. This paper argues that where corporations take risks with the environment, directors are fiduciaries. Stakeholders are in that case the general public, future generations and other species, which have not voluntarily accepted risk and cannot limit liability. Recognition of fiduciary duty in such cases is (...) consistent with recent trends in the law of equity. It would require all economic activities to move from open to closed systems. (shrink)

Much has been written about stakeholder analysis as a process by which to introduce ethical values into management decision-making. This paper takes a critical look at the assumptions behind this idea, in an effort to understand better the meaning of ethical management decisions.A distinction is made between stakeholder analysis and stakeholder synthesis. The two most natural kinds of stakeholder synthesis are then defined and discussed: strategic and multi-fiduciary. Paradoxically, the former appears to yield business without ethics and the latter appears (...) to yield ethics without business. The paper concludes by suggesting that a third approach to stakeholder thinking needs to be developed, one that avoids the paradox just mentioned and that clarifies for managers (and directors) the legitimate role of ethical considerations in decision-making. (shrink)

Is it fair to leave the next generation a public debt? Is it defensible to impose legal rules on them through constitutional constraints? From combating climate change to ensuring proper funding for future pensions, concerns about ethics between generations are everywhere. In this volume sixteen philosophers explore intergenerational justice. Part One examines the ways in which various theories of justice look at the matter. These include libertarian, Rawlsian, sufficientarian, contractarian, communitarian, Marxian and reciprocity-based approaches. In Part Two, the authors look (...) more specifically at issues relevant to each of these theories, such as motivation to act fairly towards future generations, the population dimension, the formation of preferences through education and how they impact on our intergenerational obligations, and whether it is fair to rely on constitutional devices. (shrink)

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This paper reports on the results of an experiment conducted with experienced corporate directors. The study findings indicate that directors employ prospective rationality cognition, and they sometimes make decisions that emphasize legal defensibility at the expense of personal ethics and social responsibility. Directors recognize the ethical and social implications of their decisions, but they believe that current corporate law requires them to pursue legal courses of action that maximize shareholder value. The results suggest that additional ethics education will have little (...) influence on the decisions of many business leaders because their decisions are driven by corporate law, rather than personal ethics. (shrink)

This Symposium Article argues that the board-controlled corporation can be understood as a legal innovation that historically has functioned as a means of transferring wealth forward and sometimes backward through time, for the benefit of present and future generations. In this fashion the board-controlled corporation promotes both intergenerational equity and intergenerational efficiency. Logic and evidence each suggest, however, that the modern embrace of “shareholder value” as the only corporate objective and “shareholder democracy” as the ideal of corporate governance is damaging (...) the corporate form’s ability to serve this economically and ethically important function. (shrink)