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)

This paper discusses the normative ethical theory of the business firm advanced principally by William E. Evan and R. Edward Freeman. According to their stakeholder theory, the firm should be managed for the benefit of its stakeholders: indeed, management has a fiduciary obligation to stakeholders to act as their agent. In this paper I seek to clarify the theory by discussing the concept of a stakeholder and by distinguishing stakeholder theory from two varieties of stockholder theory-I call them ‘pure’ and (...) ‘tinged.’ I argue that the distinctive claims of stakeholder theory, as contrasted with tinged stockholder theories, have been inadequately supported by argument. (shrink)

Abstract:Boundaryless careers may be beneficial to people with rare and valuable skills, but might prove harmful to many others. The idea ofemployabilityas an ethical responsibility of employers to employees is introduced; it is argued that attention to employability in private practice and public policy partially resolves the ethical problems inherent to in boundaryless careers. Because employability programs are considered to be voluntary, some means of holding employers accountable for such responsibilities needs to be considered when discussing boundaryless careers. Implications for (...) practice and public policy are also discussed. (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)

Managers vs. Owners: The Struggle for Corporate Control in American Democracy deals with a subject of profound importance: understanding the place of the modern corporation in a democratic society. This latest volume in the acclaimed Ruffin Series in Business Ethics describes how the balance between corporate power and government regulation has changed with the interests of society as a whole. The first section examines the debates over the rules that individuals or organized groups would agree to follow in their interactions (...) to accrue social advantages. The second section looks at management's point of view and tells how law promotes the need for managerial collective action and provides a vocabulary for articulating management as a profession. The authors conclude by looking at the impact of collective investor action - especially institutional investors - on the efforts by managers to preserve their autonomy. This examination of the inherent conflicts between the interests of corporate owners, the interests of the larger society, and the interests of managers who run corporations will be essential reading for students, scholars, and professionals concerned with the place of the large corporation in a democratic society. (shrink)