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)

A generation ago, the field of business ethics largely abandoned analyzing the broader issue of social justice to focus upon more micro concerns. Donaldson applied the social contract tradition of Locke and Rawls to the ethics of management decision-making, and with Dunfee, has advanced this project ever since. Current events suggest that if the field is to remain relevant it needs to return to examining social and economic fairness, and Rawl's approach to social contracting suggests a way to start. First, (...) however, the field needs to discard the weaker and counterproductive aspects of its Lockean legacy: Locke's hostility to government activism and his indifference with regard to outcomes for the bulk of society. Donaldson's and Dunfee's social contracting approach is not suited to, nor was it designed to, analyze or resolve broad issues of social and economic justice. Their postulated network of communities upon which they rely is problematic in a number of ways, and while they take the legal and political status quo into account, their method does not deal with the historical reality that, as the economic and social environment changes, promoting greater justice requires new and sometimes coercive government interventions. Rawls's work, however, does acknowledge the historically demonstrable necessity of using the power of government to help to achieve desirable social outcomes. While he rejected Mill's methodology, Rawls was inspired by the earlier philosopher's concerns for social justice at a time of major economic change. The field would do well to follow the example of both men in this respect. (shrink)

With the growth in income inequality now regarded as a crucial social issue, business and society scholars need to prepare themselves for the ambitious task of studying how corporate practices, intentionally or not, contribute to this trend. This article offers starting points for scholars wishing to explore this topic but lacking the necessary background for doing so. First, it offers suggestions as to finding the extant empirical work necessary for informed analysis. This is followed by an examination of alternate methods (...) of theory construction relevant to this topic, which transcend the limitations of the experimental science model of theory building. It then provides an example of a social science theory that exemplifies how empirically informed open theory can illuminate the dynamics behind growing inequality. The article concludes by suggesting that progress in this area requires embracing the spirit of earlier approaches to business and society scholarship while abandoning some outdated assumptions. (shrink)

We review articles about corporate political activity published in Business & Society since its beginnings 60 years ago and in a set of other leading management journals over the past decade. We present evidence that most studies of CPA use the political markets’ perspective. Under the premise that the contemporary political environment has changed significantly since the inception of the political markets’ perspective, our review asks two interconnected questions. First, to what degree have changes in the political environment challenged the (...) ability of the political markets’ perspective to understand the pillars of politics: issues, institutions, interests, and information? Second, to what degree have CPA scholars augmented or diversified their theoretical arguments to accommodate these changes in the political environment? We document the CPA literature across these dimensions and questions and note that many scholars are already adopting other theories side by side with the political markets’ perspective. (shrink)

B. Readings (University in Ruins. Cambridge: Harvard University Press, 1996) argued that universities have abandoned their original project of promoting a national culture and have tried to substitute by embracing globalization, but the vagueness and incoherence of the concept has failed to return purpose to the University. The academic treatment of corporate social responsibility illustrates this dilemma. For a generation after H.R. Bowen (Social Responsibilities of the Businessman. New York: Harper & Row, 1953) founded the field, scholars struggled to fit (...) the concept within a national system of pluralistic power-sharing among a variety of institutions that would define and enforce standards of responsibility necessary for the general good of American society. That understanding changed in the nineteen eighties, shortly after corporate executives had united to an unprecedented degree to direct the power of government in their interests, influence the public agenda, and roll back the power of unions. In response, business ethicists began to reformulate corporate social responsibility as a voluntary practice on the part of these same executives. Since the Kantian and Lockean principles upon which this approach was based were themselves problematic, it is not surprising that the experience gained over the last generation casts doubt on the efficacy of this reliance on voluntary restraint and personal initiative. However, circumstances that include the failure of globalization to deliver on its promises may have changed sufficiently in recent years to revive interest in approaches that acknowledge the importance of countervailing power for encouraging greater corporate social responsibility. (shrink)

John Paul IIs prescriptions for humanizing the world economy are not likely to have the impact of Leo XIIIs Rerum Novarum because the reception accorded reform proposals depends on opportunity and circumstances as well as the ethical soundness and the logic of the principles advanced. Because of historical circumstances, Thomas Mores critique of the emerging agricultural capitalism of his time was ignored while Catholic Social Teaching inspired by Kettelers work, endorsed and publicized by Leo, strongly impacted the industrializing world of (...) a century ago. Whereas More defended a church seen as an impediment to economic progress by leading-edge Protestant entrepreneurs, Catholic Social Teaching was propagated at a time when Catholicism was enmeshed in the spread of industrialization. In our current world economy, increasingly dominated by non-Catholic regions of the East and a resurgent liberalism in the West, John Pauls recommendations currently seem more likely to meet the fate of Mores critique than of Leos. Implications for stakeholder theory are also discussed. (shrink)

Although researchers have begun to examine how firms manage their entire web of stakeholder relationships, the component relationships also require theoretical and empirical examination. Several studies have found that Employee Stock Ownership Plans (ESOPs) have a positive impact on firm performance. The authors explain these results by hypothesizing that ESOPs, when combined with employee participation programs, forge a stakeholder relationship between management and employees. The authors offer criteria for identifying stakeholder relationships, provide background on ESOPs, analyze why they contribute to (...) establishing such a relationship, and examine how published empirical research supports this analysis. The authors conclude by suggesting directions for future research. (shrink)

Before the field of business and society can adequately analyze the relationship between governmental policies and corporate social responsibility (CSR), either as a reality or an ideal, it is first necessary to understand exactly how governments nurtured the development of the autonomous corporation. The roles assigned to government by the economics and management literatures—regulator, standard setter, protector, and adjudicator—ignore the crucial part played by state violence and government expenditures in the rise and sustained success of the corporate economy. An examination (...) of the history of the American case, crucial for the development of the modern corporation as well as the “explicit” form of CSR that eventually followed it, highlights these roles: the willingness of the state to intervene with force in labor conflicts bolstered the managerial autonomy that defined the large corporation, and the way government expenditures promoted innovation and firm success. Acknowledging how corporations depended on government assistance in their development is a necessary step for both assessing the responsibilities owed stakeholders and for advancing the theoretical development of the field. (shrink)

A generation ago, Barber and Rifkin [The North Will Rise Again: Pensions, Politics and Power in 1980s (Beacon Press, Boston)] envisioned a new strategy for American Labor that would make extensive use of the capital in multi-employer and public pension plans. They argued that organized labor could influence how these funds were invested in order use this capital as both a weapon in struggles with recalcitrant management and as a tool to generate new union jobs. A number of union officials (...) took this advice seriously, to make labor-connected individuals and organizations were among the most determined and successful investor activists of the 1990s. It is, however, hard to find evidence that this activism has effectively met the goals of organized labor, leading to the ironic conclusion that the innovations of labor's investor activist will do more to assist the investment community than the American labor movement. (shrink)

Over the last generation, American Business Ethics has focused excessively on the process of managerial decision-making while ignoring the collective impact of these decisions and avoiding other approaches that might earn the disapproval of corporate executives. This narrowness helped the field establish itself during the 1980s, when American management, under pressure from finance and heightened competition, was unreceptive to any limitations on its autonomy. Relying, however, on top-down approaches inspired by Aristotle, Locke, and Kant, while ignoring the consequentialism of Mill (...) and Rawls, made the field totally reliant upon the good will of these same corporate executives for generating any impact. Trends in employee compensation, finance, regulation, government procurement, and taxpayer subsidies suggest that Business Ethics has failed to significantly influence corporate behavior, a result that would have not surprised the realists of the post-war generation of Business and Society scholars. If Business Ethics is to prove relevant in the contemporary world, the field needs to acknowledge past failures and develop new approaches. The decline of American economic hegemony coupled to the increased internationalization of the discipline may create the opportunity to do so. (shrink)