In trust relationships, one person has a ‘beneficial interest’ in another’s performance. The former not only would but should benefit from the latter’s action, and the latter has a ‘fiduciary duty’ toward the former to so act. But where that act would otherwise be wrong, the first person’s beneficial interest would be providing a pro tanto reason for the second person to do something that is pro tanto wrong. That reason can – and should – be removed by the former (...) renouncing their beneficial interest in the latter’s pro tanto wrongful action. Doing so would cancel the fiduciary’s excuse for wrongdoing on the beneficiary’s behalf. (shrink)

Employing a unique dataset of Chinese non-listed firms, this paper investigates the effects of the presence of 19 governance structures on 20 employees’ interest indicators. In general, we find that firms with the governance structures pay workers higher hourly wages, require less monthly working hours, and have a smaller chance of wage arrears. Meanwhile, the shares of total wage and welfare expenditures in total sales revenue are lower in these firms, which results in higher profitability. Moreover, firms with the governance (...) structures invest significantly more into training and provide employees with better fringe benefits. Considering the low labor protection standard and the weak external regulations of China’s labor market, we explain the positive findings thusly: corporate governance structures induce managers to adjust wage payments to the “efficiency wage” level, which is the best balance point for the interests of both shareholders and employees and, therefore, for maintaining the stakeholder relationships. We also find the governance structures that give blockholders superpower are negatively associated with employees interests. These results highlight the importance of giving enough discretion to managers in order to successfully find the common ground for creating mutual values for shareholders and employees. (shrink)

Abstract:The term stakeholder is a powerful one. This is due, to a significant degree, to its conceptual breadth. The term means different things to different people and hence evokes praise or scorn from a wide variety of scholars and practitioners. Such breadth of interpretation, though one of stakeholder theory’s greatest strengths, is also one of its most prominent theoretical liabilities. The goal of the current paper is like that of a controlled burn that clears away some of the underbrush of (...) misinterpretation in the hope of denying easy fuel to the critical conflagration that would raze the theory. We aim to narrow its technical meaning for greater facility of use in management and organizational studies. By elaborating a number of common misinterpretations – critical and friendly – of the theory, we hope to render a stronger and more convincing theory as a starting place for future research. (shrink)

ABSTRACT:Corporate governance scholarship focuses on executive malfeasance, specifically its antecedents and consequences. Academic efforts primarily focus on prevention while practitioners are often left to hold firms and executives (including directors) accountable through a variety of sanctions. Even so, executive malfeasance still occurs even in the face of the vast resources used to monitor, control, and penalize firms and executives. In this paper, we posit equity markets do not adequately penalize firms for inaccurate earnings reports. Using a sample of 129 firms (...) identified by the U.S. General Accounting Office for reporting fraudulent earnings in 10K filings, we found support for our assertion. Consequently, the one party who may benefit but escape accountability is firm shareholders. Moreover, we find little empirical evidence that the subset of firms sanctioned by the SEC is penalized more heavily than the full sample by markets at the time they report and correct their 10K filings. Our results raise serious questions whether such managerial opportunism can be eradicated given the apparent lack of consequences in equity markets for investors. We also question whether the SEC is able to discern between fraud and error in financial reporting and its implications. (shrink)

This article argues that shareholder primacy cannot be defended on the grounds that there is something special about the position of shareholders that grounds a right to preferential treatment on part of management. The notions of property and contract, traditionally thought to ground such a right, are now widely recognized as incapable of playing that role. This leaves shareholder theorists with two options. They can either abandon the project of arguing for their view on broadly deontological grounds and try to (...) advance consequentialist arguments instead, or they can search for other morally relevant properties that could ground shareholder rights. The most sustained argument in the latter vein is Marcoux’s attempt to show that the vulnerability of shareholders mandates that managers are their fiduciaries. I show that this argument leads to the unacceptable conclusion that it would be unethical for corporations to make incomplete contracts with nonshareholding stakeholders. (shrink)

According to the Market Failures Approach to business ethics, beyond-compliance duties can be derived by employing the same rationale and arguments that justify state regulation of economic conduct. Very roughly the idea is that managers have a duty to behave as if they were complying with an ideal regulatory regime ensuring Pareto-optimal market outcomes. Proponents of the approach argue that managers have a professional duty not to undermine the institutional setting that defines their role, namely the competitive market. This answer (...) is inadequate, however, for it is the hierarchical firm, rather than the competitive market, that defines the role of corporate managers and shapes their professional obligations. Thus, if the obligations that the market failures approach generates are to apply to managers, they must do so in an indirect way. I suggest that the obligations the market failures approach generates directly apply to shareholders. Managers, in turn, inherit these obligations as part of their duties as loyal agents. (shrink)

Scholars have long debated whether leader's integrity affects managerial decision making with respect to social responsibility. In this paper, we propose a model in which transformational leadership mediates integrity and corporate social responsibility and examine the relationship between these concepts. A survey of 170 senior managers from 50 organizations was conducted. Results indicate that integrity is a predictor of transformational leadership behavior and that transformational leaders’ behaviors are linked to CSR practices. It was also found that leaders rated with higher (...) integrity are engaged in CSR because they exhibit more transformational leadership behaviors. These findings add to the extant literature by demonstrating that integrity is important as transformational leaders engage more actively on ‘responsible’ behaviors. Practical implications call for an understanding among corporate leaders of the benefits of integrity and how it relates to transformational leadership. Organizations can improve their selection and leadership development processes by focusing on these two dimensions. (shrink)

Although not always termed “organizational justice,” the fairness of organizations has been a consistent concern of management thinkers. A review of the 1900–1965 time period indicates that management theorists primarily conceptualized organizational justice in utilitarian terms, although each theory emphasized distributive and procedural justice to different degrees. There is clearly a need for contemporary scholars to consider non-economic rationales for organizational justice, but the willingness of earlier scholars to make utilitarian arguments about organizational justice and productive efficiency helped legitimize the (...) idea of fairness in organizations as an arbiter of value. Further, each theory tempered absolute managerial autonomy with some inherent check thereon. Researchers interested in organizational justice should therefore take a historical perspective in considering how management theory includes consideration of justice-related concerns. (shrink)

This paper examines the shareholder primacy norm as a widely acknowledged impediment to corporate social responsibility and explores the role of business schools in promoting the SPN but also potentially as an avenue for change by addressing misconceptions about shareholder primacy and the purpose of business. We start by explaining the SPN and then review its status under US and UK laws and show that it is not a likely legal requirement, at least under the guise of shareholder value maximization. (...) This is in contrast to the common assertion that managers are legally constrained from addressing CSR issues if doing so is inconsistent with the economic interests of shareholders. Nonetheless, while the SPN might be muted as a legal norm, we show that it is certainly evident as a social norm among managers and in business schools—reflective, in part, of the sole voting rights of shareholders on corporate boards and of the dominance of shareholder theory—and justifiably so in the view of many managers and business academics. We argue that this view is misguided, not least when associated with claims of a purported legally enforceable requirement to maximize shareholder value. We propose two ways by which the influence of the SPN among managers might be attenuated: extending fiduciary duties of executives to non-shareholder stakeholders and changes in business school teaching such that it covers a plurality of conceptions of the purpose of the corporation. (shrink)

Over the last few years, there has been an exaggeratedly widespread and frequently confused use of the concepts of 'stakeholder' and 'corporate social responsibility'. However, some interesting insights of both these notions can be found in traditional European business administration studies. In this article, the Italian view will be examined. In particular, this paper investigates the teachings of some of the historical masters of the Italian "Economia Aziendale" (EA), with particular attention to the concept of the azienda, its finalism and (...) its essential characteristics, in order to verify some consistencies with the more recent Stakeholder Management Theory (SMT). Principles and considerations seem to emerge from EA scholars' seminal works that unequivocally connect ethics with business decisions. EA fits in with SMT in many ways, and the former (EA) seems, moreover, to suggest a specific normative point of view from which the role of ethics in business activities can be approached. (shrink)

Over the last few years, there has been an exaggeratedly widespread and frequently confused use of the concepts of 'stakeholder' and 'corporate social responsibility'. However, some interesting insights of both these notions can be found in traditional European business administration studies. In this article, the Italian view will be examined. In particular, this paper investigates the teachings of some of the historical masters of the Italian "Economia Aziendale", with particular attention to the concept of the azienda, its finalism and its (...) essential characteristics, in order to verify some consistencies with the more recent Stakeholder Management Theory. Principles and considerations seem to emerge from EA scholars' seminal works that unequivocally connect ethics with business decisions. EA fits in with SMT in many ways, and the former seems, moreover, to suggest a specific normative point of view from which the role of ethics in business activities can be approached. (shrink)

Organizations routinely make choices when addressing conflicting stakes of their stakeholders. As stakeholder theory continues to mature, scholars continue to seek ways to make it more usable, yet proponents continue to debate its legitimacy. Various scholarly attempts to ground stakeholder theory have not narrowed down this debate. We draw from the work of Juergen Habermas to theoretically advance stakeholder theory, and to provide practical examples to illustrate our approach. Specifically, we apply Habermas’ language-pragmatic approach to extend stakeholder theory by advancing (...) seven sets of normative axioms. We conclude that a deliberative approach, with its focus on the conditions of legitimation and deliberative democracy, has the potential to become a cornerstone of stakeholder theory. The need for global stakeholder discourse and its internalization in corporate structures and institutions is exemplified by a multitude of CSR and stakeholder initiatives that have mushroomed in response to global risk scenarios such as climate change, nuclear warfare, or terrorism. Further research may help to build a functioning global governance system in order to provide guidance for management in the 21st century. (shrink)

In this article, I argue that conventional reasoning on corporate social responsibility (CSR) is based on the assumption of a liberal market economy in the context of a nation state. I build on the study of Scherer and Palazzo (Acad Manage Rev 32(4):1096-1120, 2007), developing a number of criteria to identify elements of liberal philosophy in the ongoing CSR debate. I discuss their occurrence in the CSR literature in detail and reflect on the implications, taking into account the emerging political (...) reading of the firm. I conclude that the apolitical framework in the mainstream CSR literature has to be overcome since it does not reflect recent changes in the socio-economic conditions for economic actors in a globalizing world. (shrink)

This paper is a preliminary attempt to better understand the concept of legitimacy in stakeholder theory. The normative componentof stakeholder theory plays a central role in the concept of legitimacy. Though the elaboration of legitimacy contained hereinapplies generally to all “normative cores” this paper relies on Phillips’s principle of stakeholder fairness and therefore begins with a brief description of this work. This is followed by a discussion of the importance of legitimacy to stakeholder theory as well as the general ambiguity (...) of the term. A distinction is then drawn between normative and derivative legitimacy. Reference to this distinction helps distinguish between a relationship with the organization based on direct moral obligation and one based on the power to help or harm the organization. It is concluded that stakeholders who retain the ability to affect the organization are legitimate (derivatively), but that this legitimacy is derived from the moral obligation owed other (normative) stakeholders and that the two sorts of legitimacy are importantly different from one another. An example of the normative/derivative distinction at work in managerial decision making is elaborated upon and managerial and research implications are then suggested. (shrink)

ABSTRACT:This essay attempts to provide a useful research agenda for researchers in both strategic managementandbusiness ethics. We motivate this agenda by suggesting that the two fields started with similar interests, diverged, and are beginning to converge again. We then identify several streams that hold particular promise for developing our understanding of the relationship between strategy and ethics: stakeholder theory, managerial discretion, behavioral strategy, strategy as practice, and environmental sustainability.

Markets, corporations, shareholding, management, law, and ethics are all human constructs. A human element seems essential to their existence. Yet, the predominant conception of shareholders as used in academia as well as the business world is thin, generic, and inanimate. This article argues that a thick conception of shareholders as human beings is needed to legitimize and improve managerial decision making under value pluralism, accurately reflect empirical reality of capital markets, and meet moral demands to respect the dignity of the (...) human person. Drawing on the philosophical idea of thick evaluative concepts, the article explores how this idea can be applied to shareholders and begins to examine some of the implications of considering shareholders’ humanity for the responsibilities of and relationships between managers and shareholders. (shrink)

For decades, scholars have debated the corporate objective. Scholars have either advocated a corporate objective focused on generating value for shareholders or creating value for multiple groups of stakeholders. Although it has been established that the corporate objective can shape many aspects of the corporation—including culture, compensation, and decision making—to date, scholars have not yet explored its psychological impact; particularly, how the corporate objective might influence employee well-being. In this article, we explore how two views of the corporate objective affect (...) employee self-determination, a key component of overall psychological need satisfaction and well-being. We hypothesize that a corporate objective based on creating value for multiple stakeholders will increase employee psychological need satisfaction as compared to one focused on creating value for only shareholders. Across four experimental studies and one field survey, we find consistent support for our hypotheses and test three facets of a stakeholder-focused corporate objective. Theoretical implications and future research directions are discussed. (shrink)

Despite the omnipresence of the fiduciary in business organisations, there is an omission of theorisations of this legal concept within business ethics literature. This is surprising considering its widespread and embedded use, but even more so given that the presence of ethics within the fiduciary is increasingly contested ground. This article addresses both issues by theorising the fiduciary using an ontological analysis—one which subsequently helps identify a suitable ethical framework. The article argues on two grounds that the ontology of the (...) fiduciary is inherently relational; it renders the fiduciary’s implicit ontology explicit. Firstly, the fiduciary is shown to be process-oriented, indicating an open, emergent, and relational ontology at work. Secondly, historical investigation of the development of the fiduciary highlights its core relationship structure, and the interdependency and power dynamic embedded in the fiduciary are revealed. The argument is advanced that by bringing this inherent relational ontology to the fore, we can see how a relational ethical framework—the Ethics of Care—is best placed to explicate the ethics at work in the fiduciary. The article concludes with a discussion outlining how this ontological theorisation offers utility in steering future practice of the fiduciary. (shrink)

In early writings, stakeholder theorists supported giving all stakeholders formal, binding control over the corporation, in particular, over its board of directors. In recent writings, however, they claim that stakeholder theory does not require changing the current structure of corporate governance and further claim to be “agnostic” about the value of doing so. This article’s purpose is to highlight this shift and to argue that it is a mistake. It argues that, for instrumental reasons, stakeholder theorists should support giving all (...) stakeholders control over the corporation, in the form of control over its board. That is, stakeholder theorists should support stakeholder democracy over the status quo. A larger goal of this article is to steer the conversation about stakeholder theory toward questions of governance and control. Stakeholder theorists tend to sidestep these questions, but it is vital that they be addressed. (shrink)

In the management and business ethics literatures, stakeholder engagement has been demonstrated to lead to more ethical management practices. However, there may be limits on the extent to which stakeholder engagement can, as currently conceptualized, resolve some of the more difficult ethical challenges faced by managers. In this paper we argue that stakeholder engagement, when seen as a way of reducing five types of knowledge problems—risk, ambiguity, complexity, equivocality, and a priori irreducible uncertainty—can aid managers in resolving such ethical challenges. (...) Using a practical illustration of the ethical challenges surrounding the development and application of genetic modification technologies, we demonstrate how stakeholder engagement enables managers to better address these knowledge problems, thereby to manage more ethically. In this way, we suggest that stakeholder engagement has an even more crucial role to play in business ethics research and practice. (shrink)

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. (...) Two specific cases where managerial actions have been argued to be unethical are the adoption of classified boards and poison pills. In this study, we empirically analyze the role of board structure in protecting shareholder rights in the specific case of antitakeover provisions. We test this question on a sample of firms whose shareholders have voted to remove antitakeover provisions and find that independent, focused boards are more likely to accede to shareholder resolutions than are less independent boards. Board size is also important and related to other board structures. We draw implications of this finding for future research on the ethics of board governance.What’s really needed is a change in mindset—one that fosters not only a culture of compliance but also a company-wide environment that fosters ethical behavior and decision-making.—William H. Donaldson, SEC Chairman (2004). (shrink)

The mainstream literature on corporate governance is based on the premise of conflicts of interest in a competitive game played by variously defined stakeholders and thus builds explicitly and/or implicitly on masculinist ethical theories. This article argues that insights from feminist ethics, and in particular ethics of care, can provide a different, yet relevant, lens through which to study corporate governance. Based on feminist ethical theories, the article conceptualises a governance model that is different from the current normative orthodoxy.

Stakeholder theorists distinguish between normative stakeholders, those who gain moral standing by making contributions to the firm, and derivative stakeholders, those who can constrain the corporate association even though they make no contribution. The board of directors has the legal authority to distinguish among these stakeholder groups and to distribute rights and obligations among these stakeholder groups. To be sure, this stakeholder formulation appropriately seizes on the firm’s voluntary, associative character. Yet, the firm’s constituents contribute assets and incur risks to (...) participate in market, economic activities. And, as such, the firm’s “stakeholders” must share an imperfect language to assist in making two key economic decisions: (1) who are the legitimate and who are the derivative stakeholders; and (2) who should sit on the board? Still, stakeholder theorists have good reason to be skeptical of neoclassical economics. Its assumptions that all act opportunistically and that all can calculate rationally and fully hardly correspond to studies on the managerial experience of corporate coordination. However, advances in behavioral law and economics now provide a cogent economic logic that readily fits into a stakeholder mode. In brief, we argue that (1) the firm’s economic purpose designates legitimacy to core stakeholders, to those who add value, assume unique risk, and can incur harm; (2) the board serves as the principal who coordinates these core stakeholders to sustain competitive advantage and new wealth creation; and (3) state incorporation law, Delaware in particular, reinforces the board’s function. These, in turn, supply selection criteria for board membership. We aim to synchronize concepts from behavioral law and economics with stakeholder theory. (shrink)

Definitions of what it is to be a stakeholder are divided into "claimant" definitions requiring some sort of claim on the services of a business, "influencer" definitions requiring only a capacity to influence the workings of the business, and "combinatory" definitions allowing for either or both of these requirements. It is argued that for the purposes of business ethics, stakeholding has to be about improving the moral conduct of businesses by directing them at serving more than just the interests of (...) owners. On that basis, influencer definitions are eliminated on the grounds that they only concern morally neutral strategic considerations and combinatory definitions on the grounds that the combining of ethical and strategic considerations they promise can be less confusingly achieved through an exclusively claimant definition. It is concluded that for the purposes of business ethics, stakeholders are claimants towards whom businesses owe perfect or imperfect moral duties beyond those generally owed to people at large. (shrink)

Following on from work on stakeholder identification, this paper constructs a typology of stakeholder theories based on the extent to which serving the interests of non-shareholders relative to those of shareholders is accepted as a responsibility of companies. A typology based on the division of stakeholder theories into normative, descriptive, and instrumental is rejected on the grounds that the latter two designations refer to second order theories rather than divisions within stakeholder theory and the first is a designation which, for (...) the purposes of business ethics, applies to all stakeholder theories. The crucial distinction between stockholder and stakeholder theory is argued to be their respective rejection and acceptance of role-specific responsibilities toward non-shareholders that are `ultimate objective fulfilling''. From this starting point, a typology is constructed using a division of stakeholder theories into those which do and do not give priority to the interests of shareholders over those of non-shareholders, do and do not posit perfect duties towards non-shareholders as well as shareholders, do and do not accept accountability to non-shareholders as well as shareholders. (shrink)

Chief Executive Officers and other organizational leaders can affect how corporate social responsibility initiatives are perceived in their organizations. However, in order to be successful with regard to promoting CSR, leaders need to have strong network competencies and to move beyond charismatic leadership. In this paper we offer a critique of charismatic leadership as it relates to CSR, posit that the intellectual stimulation brought about by transformational leadership is more important in this regard, propose that internal and networking is a (...) leadership competence highly relevant to CSR, and emphasize the importance of working through highly credible opinion leaders in promoting CSR. (shrink)

Although not always termed “organizational justice,” the fairness of organizations has been a consistent concern of management thinkers. A review of the 1900–1965 time period indicates that management theorists primarily conceptualized organizational justice in utilitarian terms, although each theory emphasized distributive and procedural justice to different degrees. There is clearly a need for contemporary scholars to consider non-economic rationales for organizational justice, but the willingness of earlier scholars to make utilitarian arguments about organizational justice and productive efficiency helped legitimize the (...) idea of fairness in organizations as an arbiter of value. Further, each theory tempered absolute managerial autonomy with some inherent check thereon. Researchers interested in organizational justice should therefore take a historical perspective in considering how management theory includes consideration of justice-related concerns. (shrink)

Leaders in a variety of organizations are beset by challenges that test their commitments to ethical behavior in interactions with stakeholders who make up their working environments. Situations that present themselves include complex management of expectations, people, and resources, which require novel solutions that also test the boundaries between right and wrong. Such conditions arose after the 9/11 terrorist attacks on the World Trade Center Twin Towers. President Bush asked the Central Intelligence Agency to round up persons who represented a (...) continuing threat of harm to U.S. interests. What followed was a series of decisions and actions by a number of internal and external constituencies based on inaccurate reporting of treatment of and information gleaned from detainees. Lessons for understanding and avoiding resulting leadership ethical dilemmas and a novel stakeholder perspective are provided in the close. (shrink)

Abstract:After a decade of intensive debate, stakeholder ideas have come to exert a significant influence on academic management thinking, but normative stakeholder theory itself appears to be in considerable disarray. This paper attempts to untangle the confusion and to prepare the ground for a more productive approach to the normative stakeholder problem. The paper identifies three distinct kinds of normative stakeholder theory and three different levels of claim that can be made by such theories, and uses this classification to argue (...) that stakeholder theorists have consistently pitched their sights either too high or too low to engage effectively with the rival shareholder theory. To the extent that they have their sights too high they have also undermined their own position by sacrificing credibility and introducing major problems of derivation. (shrink)

Henry Hansmann has claimed we have reached the “end of history” in corporate law, organized around the “widespread normative consensus that corporate managers should act exclusively in the economic interests of shareholders.” In this paper, I examine Hansmann’s own argument in support of this view, in order to draw out its implications for some of the traditional concerns of business ethicists about corporate social responsibility. The centerpiece of Hansmann’s argument is the claim that ownership of the firm is most naturally (...) exercised by the group able to achieve the lowest agency costs, and that homogeneity of interest within the ownership group is the most important factor in achieving lower costs. He defends this claim through a study of cooperatives, attempting to show that homogeneity is the source of the competitive advantage most often enjoyed by shareholders over other constituency groups, such as workers, suppliers and customers, when it comes to exercising control over the firm. Some business ethicists, impressed by this argument, have taken it to be a vindication of Milton Friedman’s claim that profit-maximization is the only “social responsibility” of management. I would like to suggest that this conclusion does not follow, and that the “Hansmann argument” lends itself to a less minimalist view, what I refer to as a “market failures” approach to business ethics. (shrink)

Will stakeholder theory continue to transform how we think about business and society? On the occasion of this journal’s 60th anniversary, this review article examines the journal’s role in shaping stakeholder theory to date and suggests that it still has transformative potential. We conducted a bibliometric analysis of co-citations in the literature from 1984 to 2020. Reporting these results, we examine the field’s evolving structure. Contextualized theoretically as an accomplishment of institutional work—the creation of a meaningful and innovative field ideology—this (...) structure is remarkable for how it integrates ethical and behavioral arguments, invites engagement from adjacent domains, and arrives at important insights for business and society. We advance a research agenda consistent with this larger institutional project. (shrink)

ABSTRACT:This essay attempts to provide a useful research agenda for researchers in both strategic managementandbusiness ethics. We motivate this agenda by suggesting that the two fields started with similar interests, diverged, and are beginning to converge again. We then identify several streams that hold particular promise for developing our understanding of the relationship between strategy and ethics: stakeholder theory, managerial discretion, behavioral strategy, strategy as practice, and environmental sustainability.

The purpose of this paper is to provide a constructive criticism of Corporate Social Responsibility (CSR) standards. After pointing out a number of benefits and limitations in the effectiveness of CSR standards, both from a theoretical point of view and in the light of empirical evidence, we formulate and discuss a Paradox of CSR standards: despite being well-intended, CSR standards can favor the emergence of a thoughtless, blind and blinkered mindset which is counterproductive of their aim of enhancing the social (...) responsibility of the organization. We analyze three problems that might underlie the Paradox—namely the problem of deceptive measurements; the problem of responsibility erosion and the problem of blinkered culture. We apply the philosophical tradition of American Pragmatism to reflect on these issues in relation to different types of existing standards, and conclude by suggesting a number of considerations that could help both CSR standards developers and users to address the Paradox. (shrink)

Abstract:While many aspects of stock and option based compensation for corporate officers remain controversial, we suggest that the growing trend for similar practices in favor of boards of directors will prove to be even more contentious. High-ranking corporate managers do not set their own salaries nor authorize their own stock options. By contrast, boards of directors do, in fact, set their own compensation packages. Other potential conflicts of interest include setting option performance targets, stock buybacks, stock option resets and reloads, (...) consolidations (mergers and acquisitions), and service on multiple boards. As trust is the most valuable commodity in a capitalist society, we suggest that these potential conflicts of interest and related outcomes may ultimately serve to erode any anticipated benefits of director stock compensation. (shrink)

Although not always termed "organizational justice," the fairness of organizations has been a consistent concern of management thinkers. A review of the 1900-1965 time period indicates that management theorists primarily conceptualized organizational justice in utilitarian terms, although each theory emphasized distributive and procedural justice to different degrees. There is clearly a need for contemporary scholars to consider non-economic rationales for organizational justice, but the willingness of earlier scholars to make utilitarian arguments about organizational justice and productive efficiency helped legitimize the (...) idea of fairness in organizations as an arbiter of value. Further, each theory tempered absolute managerial autonomy with some inherent check thereon. Researchers interested in organizational justice should therefore take a historical perspective in considering how management theory includes consideration of justice-related concerns. (shrink)

This paper examines the role of vulnerability in the basis of business ethics by criticizing its role in giving a moral substantial character to fiduciary duties to shareholders. The target is Marcoux’s (Bus Ethics Q 13(1):1–24, 2003) argument for morally substantial fiduciary duties vis-à-vis the multifiduciary stakeholder theory. Rather than proceed to support the stakeholder paradigm, a conception of vulnerability is combined with Heath’s 2004) “market failure” view of the ethical obligations of managers as falling out of their roles as (...) professionals involved in the institution of the market. The result is the core of a theoretically defensible and managerially motivating and deployable ethic. (shrink)

A quick look at what is happening in the corporate world makes it clear that the stakeholder idea is alive, well, and flourishing; and the question now is not “if ” but “how” stakeholder theory will meet the challenges of its success. Does stakeholder theory’s “arrival” mean continued dynamism, refinement, and relevance, or stasis? How will superior stakeholder theory continue to develop? In light of these and related questions, the authors of these essays conducted an ongoing dialogue on the current (...) state and future of stakeholder thinking. Beginning with a review of research and theory that has developed since the major stakeholder theorizing efforts of the 1990s, the authors individually offer their perspectives on the key issues relevant today to stakeholder thinking, and to suggest possible approaches that might lead toward and enable the continuing development of superior stakeholder theory. (shrink)

A quick look at what is happening in the corporate world makes it clear that the stakeholder idea is alive, well, and flourishing; and the question now is not “if ” but “how” stakeholder theory will meet the challenges of its success. Does stakeholder theory’s “arrival” mean continued dynamism, refinement, and relevance, or stasis? How will superior stakeholder theory continue to develop? In light of these and related questions, the authors of these essays conducted an ongoing dialogue on the current (...) state and future of stakeholder thinking. Beginning with a review of research and theory that has developed since the major stakeholder theorizing efforts of the 1990s, the authors individually offer their perspectives on the key issues relevant today to stakeholder thinking, and to suggest possible approaches that might lead toward and enable the continuing development of superior stakeholder theory. (shrink)

In the 1990s, the role of the chief executive officer (CEO) of major United States corporations underwent a profound transformation in which CEOs went from being bureaucrats or technocrats to shareholder partisans who acted more like proprietors or entrepreneurs. This transformation occurred in response to changes in the competitive environment of U.S. corporations and also to the agency theory argument that high levels of compensation by means of stock options helped to overcome the agency problem inherent in the separation of (...) ownership and control. Some critics charge that this new CEO role is objectionable for a variety of reasons, which may also be applicable to the current financial crisis in which CEO misconduct may have played a part. These objections are based largelyon a team production model of corporate governance, which is held by these critics to be superior to the standard agent-principal model. This article examines the objections offered by critics of the changed role of the CEO and argues that their negative assessment of this development and their use of the team production model to support their conclusions are not warranted. CEOs have changed from hired hands to co-owners, and this change may have contributed in some measure to the current financial crisis. However, in determining the morally preferable role of the CEO, care must be taken not to discard what is sound in the changed role. (shrink)