Stakeholder theorists have generally misunderstood the nature and ramifications of the fiduciary responsibilities that corporate directors owe their stockholders. This fiduciary duty requires the exercise of care, loyalty, and honesty with regard to the financial interests of stockholders. Such obligations do not conflict with the normative goals of stakeholder theory, nor, after a century of case law that includes Dodge Bros. v. Ford, do fiduciary responsibilities owed shareholders prevent managerial policies that are generous orsensitive to other corporate stakeholders. The common (...) law recognizes a multitude of legal relationships between various corporateconstituents, and fiduciary duties are only a subset of the obligations that arise from these relationships. This article argues that statuteand case law can bring comparable legal protection to constituents other than stockholders, and suggests ways that these protectionsmight be further strengthened. Implications for management education are also discussed. (shrink)

Certain types of corporate charter antitakeover amendments, or shark repellents, may not serve the interests of the stockholders or the stakeholders of the firm. This paper extends the examination of the use of shark repellents by taking an ethical perspective to synthesize prior research on shark repellents and their relationship to stockholder and stakeholder welfare. Some shark repellents seem to benefit certain interest groups at the expense of other groups.

In the wake of recent corporate scandals, this paper traces the growing power of pension funds to provide managerial oversight of the firms they hold in their investment portfolios. Increasingly pension funds are exercising their legitimate rights as owners to raise the corporate governance standards of the firms they invest in. Within corporate governance generally, pension funds are shifting their attention away from managerial accountability and toward measures that increase transparency in firm-level decision-making. Pension funds use transparency to ensure that (...) shareholders are the primary interest being served by the firm. Transparency not only aligns managers and owners, it also raises issues of firm behaviour that allow other stakeholders to engage the corporation more broadly. I contend that secrecy is economically inefficient. When organizations are opaque and interests are secret, decision-making can and does distort efficiency. I examine recent pension fund corporate governance campaigns with particular reference to the California Public Employees Retirement System. (shrink)

. Recent corporate scandals have focused the attention of a broad set of constituencies on reforming corporate governance. Boards of directors play a leading role in corporate governance and any significant reforms must encompass their role. To date, most reform proposals have targeted the legal, rather than the ethical obligations of directors. Legal reforms without proper attention to ethical obligations will likely prove ineffectual. The ethical role of directors is critical. Directors have overall responsibility for the ethics and compliance programs (...) of the corporation. The tone at the top that they set by example and action is central to the overall ethical environment of their firms. This role is reinforced by their legal responsibilities to provide oversight of the financial performance of the firm. Underlying this analysis is the critical assumption that ethical behavior, especially on the part of corporate leaders, leads to the best long-term interests of the corporation. We describe key components of a framework for a code of ethics for corporate boards and individual directors. The proposed code framework is based on six universal core ethical values: (1) honesty; (2) integrity; (3) loyalty; (4) responsibility; (5) fairness; and (6) citizenship. The paper concludes by suggesting critical issues that need to be dealt with in firm-based codes of ethics for directors. (shrink)

Although scholars have invoked the escalation framework as a means of explaining the occurrence of numerous organizationally undesirable behaviors on the part of decision makers, to date no empirical research on the potential influences of escalating commitment on the likelihood of unethical behavior at the individual level of analysis has been reported in either the escalation or the ethical decision-making literatures. Thus, the main purpose of this project is to provide a theoretical foundation and empirical support for the contention that (...) escalating commitment situations can induce unethical behavior in decision makers. An experimental research design utilizing a computerized investment task was administered to 155 undergraduate business majors as a means of assessing the hypotheses presented here. Results from a hierarchical logistic regression analysis found strong support for the contention that exposure to an escalation situation increases the likelihood of unethical behavior on the part of decision makers. Further, results also supported previous ethical decision-making findings by confirming the effects of locus of control (LOC) on ethical behavior. Specifically, the data indicated that individuals with an external LOC orientation were significantly more likely to select the unethical option than were individuals with an internal LOC orientation. Interestingly, support was not found for the effects of Machiavellianism or gender on ethical decision-making. (shrink)

The claim that managers have a fiduciary duty to shareholders to run the corporation in their interests is generally supported by two arguments: that shareholders are owners of a corporation and that they have a contract or agency relation with management. The latter argument is used by Kenneth E. Goodpaster, who rejects a multi-fiduciary, stakeholder approach on the grounds that the shareholder-management relation is “ethically different” because of its fiduciary character. Both of these arguments provide an inadequate basis for the (...) fiduciary duties of officers and directors of corporations. The basis is to be found, rather, in considerations of public policy, a point that was established in the Dodd-Berle exchange of the 1930s. This conclusion also shows the inadequacy of Goodpaster’s solution to the so-called stakeholder paradox, and an alternative solution to the paradox is presented. (shrink)

The relationship between corporate executives and shareholders has riveted the attention of business ethicists since the inception of the field. Most ethicists agree that corporate executives owe their investors the duties of loyalty, candor, and care. These fiduciary duties undergird the promises made to shareholders at the time of incorporation, placing on executives moral obligations to engage in fair dealing and to avoid conflicts of interest.We concur that executives owe all of their existing shareholders both promise-keeping and fiduciary duties and (...) argue that some corporateexecutives violate these responsibilities by attempting to withhold information from or limit information to some shareholders while courting others. We analyze the ethical implications of six techniques and tools that executives use to attract certain types of shareholders while deterring others. We conclude with recommended structural and behavioral changes to these current managerial and investor practices. (shrink)

The relationship between corporate executives and shareholders has riveted the attention of business ethicists since the inception of the field. Most ethicists agree that corporate executives owe their investors the duties of loyalty, candor, and care. These fiduciary duties undergird the promises made to shareholders at the time of incorporation, placing on executives moral obligations to engage in fair dealing and to avoid conflicts of interest.We concur that executives owe all of their existing shareholders both promise-keeping and fiduciary duties and (...) argue that some corporateexecutives violate these responsibilities by attempting to withhold information from or limit information to some shareholders while courting others. We analyze the ethical implications of six techniques and tools that executives use to attract certain types of shareholders while deterring others. We conclude with recommended structural and behavioral changes to these current managerial and investor practices. (shrink)

This paper discusses corporate governance issues from a compliance viewpoint. It makes a distinction between legal and ethical compliance mechanisms and shows that the former has clearly proven to be inadequate as it lacks the moral firepower to restore confidence and the ability to build trust. The concepts of freedom of indifference and freedom for excellence provide a theoretical basis for explaining why legal compliance mechanisms are insufficient in dealing with fraudulent practices and may not be addressing the real and (...) fundamental issues that inspire ethical behavior. The tendency to overemphasize legal compliance mechanisms may result in an attempt to substitute accountability for responsibility and may also result in an attempt to legislate morality which consequently leads to legal absolutism. The current environment of failures of corporate responsibility are not only failures of legal compliance, but more fundamentally failures to do the right (ethical) thing. (shrink)

To achieve ethical corporate governance, directors' first priority must be to examine their own structure and operation. If theboard is vulnerable to charges of unethical conduct, it will have little credibility in its oversight role over the corporate culture of theorganization. An examination of a positive model of corporate governance in the mutual fund industry provides an effectiveillustration of several ways to add ethics to corporate governance: 1) legislation; 2) jawboning; 3) peer pressure; 4) regulation; 5) training and reflection. While (...) peer pressure and training are more effective than the others, all those methods taken together cannot solve every ethical lapse. Only individual board members, working together, can influence the conduct of the board and propel themselves and the organization towards a standard of continuing ethical excellence. (shrink)

This study of 481 corporations provides an assessment of the relationship between several corporate governance variables (board composition, type of board leadership, officer and director stock holdings, institutional stock holdings, number of majority owners, existence of severance agreements) and adoption of anti-takeover amendments. The results of analysis suggest that the two groups (adopters/non-adopters) differ significantly in regards to these variables.

Critics attack normative ethical stakeholder theory for failing to recognize the special moral status of shareholders that justifiesthe fiduciary duties owed to them at law by managers. Stakeholder theorists reply that there is nothing morally significant about shareholders that can underwrite those fiduciary duties. I advance an argument that seeks to demonstrate both the special moral status of shareholders in a firm and the concomitant moral inadequacy of stakeholder theory. I argue that (i) if some relations morally requirefiduciary duties, and (...) (ii) the shareholder-manager relation possesses the features that make fiduciary duties morally necessary to thoserelations, then (iii) stakeholder theory is morally lacking. (shrink)

Our approach in this response is as folIows. In § I, we try to identify accurately Boatright’s central claims-both about Goodpaster’s original paper and about matters of substance independent of that paper. In § 2 and 3, we discuss the plausibility of those claims, first from a legal point of view and then from a moral point of view. Finally, in § 4, we defend the concept of paradox (and, in particular, the Stakeholder Paradox) as a limitation on practical reason (...) which is not necessarily to be lamented. In fact, we believe, some paradoxes are better preserved from rather than guided toward resolution. (shrink)

As corporate raids become more prevalent, top corporate executives have asked for and often received additional executive power to ward off raiders or sharks. For example, they have been given the use of shark repellents such as staggered elections for board members, cumulative voting, super majority voting requirements, and the power to sell off the firm's crown jewels. Are they abusing these powers as they attempt to save their jobs, at the expense of stockholders, by driving off the corporate raiders (...) who might unseat ineffective management? In this article the practices being used by entrenched managers to make their firms less attractive to raiders and the defense tactics they are using in corporate takeover battles are examined from an ethical viewpoint. (shrink)

Abstract:We have a very decent belief structure or general paradigm underlying Business Ethics as a formal field of study. It has an explicit moral base. It can be stated in simple and direct terms. It has been developed over a number of recent years by a group of respected scholars from a variety of academic disciplines. It is, however, subject to multiple interpretations and open to extensive conflicts. We can easily tolerate if not benefit from the differing interpretations. We must—at (...) some point—moderate if not resolve the debilitating conflicts. The argument I wish to make in this paper is that we have reached that point. It is time to resolve the conflicts, and the way to do so is to generate awkward, undeniable facts through basic empirical research. Those facts will then have to be incorporated into acceptable—and eventually accepted—theory. (shrink)