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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 largely on 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.
Intermediaries, such as accountants, lawyers, and bankers, are gatekeepers, which are parties whose cooperation is necessary for corporations to function and who, by withholding cooperation, are able to prevent significant corporate misconduct. The recent scandals at Enron and other corporations were due, in part, to failures by gatekeeper institutions. However, intermediaries exist primarily to provide for-fee services and not specifically to detect and deter misconduct. Insofar as these institutions are gatekeepers or guardians, they serve reluctantly. Hence the question: What is the responsibility of intermediaries to act as gatekeepers? This article argues that the appropriate moral, as well as legal, principle for justifying responsibility in a gatekeeper role is cost effectiveness. This conclusion is reached by means of a hypothetical exercise called the investors’ bargain in which investors—who bear the costs and receive the benefits of intermediaries’ gatekeeper role—are asked to choose the best means of protecting their interests.
Employee governance, which includes employee ownership and employee participation in decision making, is regarded by many as morally preferable to control of corporations by shareholders. However, employee governance is rare in advanced market economies due to its relative inefficiency compared with shareholder governance. Given this inefficiency, should employee governance be given up as an impractical ideal? This article contends that the debate over this question is hampered by an inadequate conception of employee governance that fails to take into account the difference between employees and shareholders. It offers a different, more adequate conception of employee governance that recognizes a sense in which employees currently have some ownership rights. The argument for this conception of employee governance is built on an expanded understanding of the ownership of a firm. The article also suggests new strategies for strengthening the role of employees in corporate governance.
This special issue of Business Ethics Quarterly on ethics in finance was planned before the high profile scandals at Enron, WorldCom, Global Crossing, Tyco, and Arthur Andersen, among other firms. Although these unfortunate events make this special issue especially timely, the subject matter of finance ethics has long been in need of scholarly attention. It is ironic that business ethics as an academic field owes its existence in part to the insider trading and junk bond scandals of the 1980s, and yet business ethics scholars have devoted comparatively little attention to financial topics. Now that another wave of ethical failures in finance is upon us, it is appropriate to present this collection of the best work on finance ethics.
From a theoretical point of view, finance is a unique field for ethical exploration. The central activity of finance is financial contracting, in which parties make agreements with regard to the assets that they control. An individual who rents a home, leases a car, buys an insurance policy, invests in a mutual fund, or saves for retirement is entering into a contract with someone who promises something in return. In making these contracts, individuals are assumed by finance theorists to be entirely self-interested and opportunistic, which is to say that they will renege on their promises if they can do so safely. The response of rational contractors, therefore, is to build in safeguards to ensure compliance with the agreements made.
In addressing the theme of this special issue of Business Ethics Quarterly on business ethics in the new millennium, I want to focus not on business ethics as an academic field of study but rather on ethics in business. By ethics in business I mean the standards for ethical conduct that are generally recognized in business and the ways in which these standards are established. Ethics in business in this sense is, at least in part, what the field of business ethics studies.
This presidential address to the Society for Business Ethics argues that business ethics rests upon the mistaken assumption that teaching and research in the field ought to aim at the incorporation of ethics into managerial decision making. An alternative to this Moral Manager Model is a Moral Market Model, in which the aim is to develop markets that produce ethical outcomes. The differences between the two models are discussed with reference to the themes of responsibility, participation, and relationships.
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.
In their article, “Shrewd Bargaining on the Moral Frontier,” J. Gregory Dees and Peter C. Crampton challenge us with a puzzle about deception in bargaining. How can the practice of misleading others about our settlement preferences—the terms on which we are willing to come to an agreement —possibly be justified? On any standard ethical theory, they claim, Brer Rabbit's trick of professing fear of the briar patch in order to avoid being eaten by the fox would seem to be wrong, and yet we read this tale to our children for their moral edification. The discussion by Dees and Crampton of this apparent inconsistency is penetrating, instructive, and well-informed. It is also a delight to read.
Having taught management ethics for several years, I have been repeatedly frustrated by the practical mismatch between management problems and moral philosophy…. Unless we can connect ethical theory more closely with management practice, we may be dressing our business curriculum windows with philosophical finery but failing to meet the urgent need for clarity of thought in management ethics.
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