This article argues that corporate law has become the legal platform upon which is erected a social process impeding society’s capacity to lucidly reflect on its primary ends; in this sense, corporate law is in conflict with social autonomy. This process is described here as a social feedback loop, in the structural centre of which lies the corporation which imposes its own purpose as an irrational social end, i.e. irrespective of its potentially catastrophic social consequences. The article argues that (...) resolving the conflict between corporate law and social autonomy is impossible, because it presupposes a change of social paradigm towards one where corporate law as business organisation law has no obvious fit. This questions the social legitimacy of corporate law, signifies its non-permanence and thus opens up the field for seeking radical alternatives in the future. (shrink)

This collection uses economic analysis to study some of the most pressing issues in corporate law. The last decade has brought certain corporate transactions and arrangements to the forefront of public attention and public debate. At the same time, a new mode of corporate law analysis has been developed - one that uses the tools of economics to identify the consequences and desirable features of corporate law rules. By bringing together work at the frontier of this method of analysis, the (...) volume provides a good picture of the power, current state, and future direction of the economic analysis of corporate law. Written by some of the most prominent contributors to the field, many of the chapters focus directly on the corporate control transactions that have recently attracted the most interest and controversy - corporate takeovers, buy-outs, recapitalizations, and reorganizations. (shrink)

For the past several decades, jurists have invested significant efforts in developing the law in general—and private law in particular—in terms of pluralism. However, the conceptualization of corporate law and governance according to pluralist principles rarely exists. This Essay is the first in the legal literature to address this deficiency by providing a unique pluralist theory of corporate governance regimes. It distinguishes between the plurality of corporate law’s sources, values, and principles, and discusses the implications for governance. Moreover, based on (...) the social systems’ thinking and the framework of complexity, this Essay provides theoretical grounds for skepticism about any policies or structures applicable to all times and contexts. Therefore, rather than perceiving corporate governance as being identically applicable to all corporations, the law must meet the challenge of complexity by designing governance arrangements following a firm-specific perspective. Furthermore, I argue that in conditions of complexity, corporate governance eco-systems should be designed with a firm-specific view that incorporates the effect of the corporation participants’ heterogeneity, the heterogeneity of its internal power relations, and the heterogeneity of industries and markets. These novel arguments have profound implications for redesigning fundamental legal doctrines—such as fiduciary duties of controlling shareholders, regulation of related party transactions, the officers’ duty of care, and the company purpose. (shrink)

Recent work in both the theory of the firm and of corporate law has called into question the appropriateness of analysing corporate law as ‘merely’ a set of standard form contracts. This article develops these ideas by focusing on property law's role in underpinning corporate enterprise. Rights to control assets are a significant mechanism of governance in the firm. However, their use in this way predicates some arrangement for stipulating which parties will have control under which circumstances. It is argued (...) that ‘property rules’—a category whose scope is determined functionally—protect the entitlements of parties to such sharing arrangements against each other's opportunistic attempts to grant conflicting entitlements to third parties. At the same time, the legal system uses a range of strategies to minimize the costs such protection imposes on third parties. The choice of strategy significantly affects co-owners’ freedom to customize their control-sharing arrangements. This theory is applied to give an account of the ‘proprietary foundations’ of corporate law, which has significant implications for the way in which the subject's functions are understood and evaluated. (shrink)

Corporate legal scholarship has failed in fundamental ways to grasp the ethical significance of corporate law and policy. While the broader economic and social consequences of particular legal developments are routinely debated, too little reflection is given to how such developments affect the moral quality of individual lives within the corporate hierarchy. What is needed is a framework for illuminating the interaction between developments in corporate legal doctrine and the ethical choices of corporate managers. The ethical significance of corporate law (...) derives from two key factors. First, the corporation as an organization mediates between individuals in the corporate hierarchy and their ethical responsibilities. Second, the organizational choices and decision-making structure of the corporation are to a significant degree the product of corporate law. (shrink)

Policy-based corporate law scholarship has come to be dominated by law and economics contractarian theory. Contractual focuses have obscured three deficiencies of the theory: inadequate attention to post-contractual bargaining, reductionist approaches to legal rights, and indifference to distributional considerations. Calabresi and Melamed's framework for examining the allocation and protection of legal entitlements, as explored and refined over more than 25 years of scholarship, offers a systematic means of analysing these neglected areas without compromising an economic orientation. The author uses this (...) analytical tool to demonstrate that, under conditions of relatively low bargaining costs, traditional strict fiduciary doctrine achieved bargaining outcomes that are likely to be both efficient and equitable. It accomplished this by relying simultaneously on property rule protection and information-forcing properties. (shrink)

This paper aims to contribute to the goal of finding influential legal precedents by quantitative methods. A lot of work has been made in this direction worldwide, especially in the context of common law jurisdictions. However, this type of work is extremely scarce in the Brazilian literature. In addition, our work also contributes to the research of network analysis and the law by applying these methods to unprecedented amount of data and narrowing our inquiry to a single law area, corporate (...) law. Furthermore, whereas most of the literature applying network analysis to judicial decisions had access to readily available data on the citations to precedent within each ruling, our raw data was nothing but the full text of decisions. We focus on data produced by the Superior Court of Justice, the highest court in Brazil for matters of federal law, including statutory interpretation of civil, criminal and corporate law. The Court issued an astonishing 282040 opinions tagged as related to corporate law between 2008 and 2018. This amount of cases is unparalleled internationally for superior courts and for studies in network analysis and law. In our results, we rank precedents quantitatively based on the citations they receive and make. We also qualitatively analyze some of the results, especially related to groups identified in the network with the Modularity algorithm. Our findings also reveal that corporate law jurisprudence in the STJ is quantitatively dominated by a few legal issues around one single theme that is only tangentially related to corporate law. That is, a type of contract used for the expansion of telephone landlines, which also allowed the consumer to become a shareholder of the telecommunication company. This comparison is especially pertinent because the utter lack of data on the quantitative weight of STJ precedents means the national literature has been operating in a void of objective measurements, one which has been filled with cherry-picked rulings and subjective ranking criteria. (shrink)

Voting lies at the center of collective decision-making in corporate law. While scholars have identified various problems with the voting mechanism, insincere voting—in the forms of strategic voting and conflict of interests voting—is perhaps the most fundamental. This article shows that insincere voting distorts the voting mechanism at its core, undermining its ability to determine transaction efficiency. As further demonstrated, strategic and conflict of interests problems frequently coincide with one another: voting strategically often means being in conflict, and many fact (...) patterns present aspects of both problems. Finally, this article claims that although the two problems have seemingly different solutions, these solutions are essentially similar in nature: all solutions to insincere voting are variations on two basic rules, namely, property rules and liability rules. (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)

Firms’ choice of legal regime is not uniform. Despite Delaware’s significant advantages and success in attracting corporations, many firms still choose to incorporate in their home state, and some firms incorporate in a third state, most notably Nevada. Several factors - lawyers’ advice, political influence in the home state, and relative costs of out of state incorporation - were identified as contributing to these patterns. Yet none of these factors neither their combination, fully account for firms’ choices. This Article suggests (...) that unidentified heterogeneity, potentially in managers’ preferences for legal protection, might have contributed to, and could help in explaining, these patterns. Among other factors, this heterogeneity could result, for example, from variations in market forces and, in turn, private benefits that managers extract. Introducing heterogeneity in managers’ preferences, this Article suggests that managers that share a relatively strong preference for insider protection should be less inclined to incorporate in Delaware, and more inclined to incorporate in their home state where they have political clout, or in Nevada if their strong preference for protection is not satisfied in their home state. The analysis is too preliminary for normative implications to be derived, rather the Article suggests that more research into firms’ heterogeneity and their choice of law could prove valuable. (shrink)

In this paper, I elaborate a Derridean deconstruction of law through the lens of Lacanian psychoanalysis. Derrida only focuses on jurisprudential law enforcement in his famous ‘Force of Law’ lecture, leaving corporeal law enforcement untouched. In turn, I explore the irresolvable conceptual tensions within corporeal law enforcement from the standpoints of (a) individuals rationalizing their obedience to law enforcement and (b) the legal system rationalizing its circumscription of acceptable law enforcement. To support my analysis, I examine landmark court cases and (...) their deleterious effects on accountability for law enforcers. In particular, I track the progression from the legal standard of ‘shock of conscience’ (i.e., established by Rochin v. California (1952)) to that of ‘objective reasonableness’ (i.e., established by Graham v. Connor (1989)), which reinforces the legal protections for and libidinal features of police brutality. In this sense, I seek to clarify the dimensions of the libidinal economy belonging to policy brutality, namely its components of sadism and superegoic enjoyment. (shrink)

Despite the fact that corporate law firms attract some of the most intelligent and productive minds in business today, they have failed to cultivate a workplace that facilitates healthy and balanced lives for their practitioners. Workplace stress in the sector is manifest in a culture which continues to sanction 'rite of passage' work practices which bolster earnings for those at the apex but are proving sickening to many. This culture inhibits basic ethical human interaction based on decency and respect and (...) cultivates oppression through fear of failure. Not surprisingly then, bullying is tolerated and lawyer attrition is rife, particularly for junior women lawyers. This article considers the impact of bullying in Australian corporate law firms. Foucauldian thought is utilised in order to better understand first, how the organisational culture in major law firms continues to authorise practices which prove injurious to practitioners' health and secondly, the resulting lawyer attrition. It is argued that the 'disciplinary technologies' being adopted by management function to assure an economy of power relations which not only facilitates conformity with the values and imperatives of the firm but also, the quelling of subversion and resistance to its effects. Standpoint theory is adopted to examine the workplace harms being borne by junior lawyers through a narrative 'Snapshot' of the experience of a female, mature-aged, junior lawyer working as a solicitor at a top tier Australian corporate law firm. Her detailed account illuminates recent quantitative empirical research into the experiences of Australian women lawyers and lays bare the culture of fear and workings of power, violence and marginalisation within the firm. (shrink)

Delaware’s famous corporate law and its highly respected specialized Court of Chancery attract entrepreneurs from all over the world, who choose the small state as their locus of incorporation and litigation forum, and global investors who choose Delaware law as the law governing their corporate investments and mergers and acquisitions. Other jurisdictions vie with Delaware in regard to these choices. This interjurisdictional competition makes Delaware a significant global norm exporter in the field of corporate law because jurisdictions emulate some of (...) its corporate law. Israel leads the global pack. For two decades, it has been approximating its corporate law to Delaware’s and emulating its principal institutions, including by establishing a specialized Chancery-like court whose judges seek guidance in Delaware’s case law in deciding open corporate law questions. This Article employs qualitative methods—interviews with M&A practitioners from the United States, the United Kingdom, and Israel. We use the interviews to assess whether the project of approximating Delaware corporate law has succeeded in shifting incorporation decision preferences away from Delaware to Israel and watering down the natural reluctance of global investors to accepting an unfamiliar corporate law when engaging in cross-border corporate M&A transactions involving an Israeli party. Our findings indicate that the approximation project has countervailing effects, opinions about its success being polarized and nuanced; that approximation increases the familiarity of domestic practitioners with the foreign law being emulated, making the emulated law easier to implement; and that approximation creates more room for other aspects of interjurisdictional competition to influence private choices. (shrink)

ABSTRACT:The UN Framework on Human Rights and Business comprises the State’s duty to protect human rights, the corporate responsibility to respect human rights, and the duty to remedy abuses. This paper focuses on the corporate responsibility to respect. It considers how to overcome obstacles, arising out of national and international law, to the development of a legally binding corporate duty to respect human rights. It is argued that the notion of human rights due diligence will lead to the creation of (...) binding legal duties and that principles of corporate and tort law can be adapted to this end. Furthermore, recent legal developments accept an “enlightened shareholder value” approach allowing corporate managers to consider human rights issues when making decisions. The responsibility to respect involves adaptation of shareholder based corporate governance towards a more stakeholder oriented approach and could lead to the development of a new, stakeholder based, corporate model. (shrink)

Traditionally, the fiduciary duty of loyalty is implicated where corporate directors have conflicts of interest. In a major new decision, Stone v. Ritter, the Delaware Supreme Court determined that directors may also be disloyal when they act in bad faith. As a consequence, directors may be disloyal even when they have no conflicts of interest, and even when they intend to benefit their corporation. This Article reconciles this expanded fiduciary obligation with existing concepts of loyalty. The new loyalty is (...) not incoherent. Courts have adopted a recognizable understanding of loyal behavior - being “true” - that exists in other social spheres. Under this conception, loyal directors must not only act in the best interests of their corporation and its shareholders, they must also be honest with shareholders and comply with positive law. This Article then offers insights into the function of these expanded fiduciary duties. Although the new loyalty duties pose risks, there are good reasons to think they will provide net benefits. Following the recent Lyondell decision, it appears that the Stone case and its progeny will not result in significant revisions to the business judgment rule. However, the recent change in a director’s loyalty obligation may substantially lower information costs, giving better guidance to directors and simplifying coordination. In addition, the new conception of loyalty can also serve an important expressive function, enabling a more efficient level of trust among corporate actors, investors, and those who transact with the firm. (shrink)

The United Nations Special Representative on Transnational Corporations and Human Rights, John Ruggie, has adopted a new framework for considering this issue within the international legal system. This article examines this framework in terms of its coherence, its consistency with international human rights law and how it can be 'operationalized' (which is required by the United Nations). In regard to the states legal obligation to protect human rights, it is considered whether this obligation is broader and deeper than is envisaged (...) in the framework, especially if it can include the extra-territorial activities of corporations. The corporate responsibility to respect human rights is examined in terms of its conceptual and definitional problems, and the article also questions whether there will be sufficient legal remedies available to victims under the framework. (shrink)

This article conceptualizes corporate accountability under international law and introduces an analytical framework translating corporate accountability into seven core elements. Using this analytical framework, it then systematically assesses four models that could be used in a future business and human rights treaty: the United Nations Guiding Principles on Business and Human Rights model, the Universal Declaration of Human Rights model, the progressive model, and the transformative model. It aims to contribute to the BHR treaty negotiation process by clarifying different options (...) and possible trade-offs between them, while taking into account political realities. Ultimately, the article argues in favour of the BHR treaty embracing a progressive model of corporate accountability, which combines ambitious development of international law with realistic prospects of state support. (shrink)

Australia is second only to Israel in being the world’s most culturally diverse nation, based largely on high levels of immigration in the second part of the 20th century. From the 1970s onwards, Australia formally recognized the massive social changes brought about by postwar immigration, and provided legislation to incorporate cultural diversity into everyday lives. One such ‘legislative’ enactment saw the establishment of multicultural broadcasting in Australia, as arguably a world-first, both in its comprehensiveness and diversity. Today, Australia has a (...) public sector corporation, the Special Broadcasting Service, administering five radio services in 68 languages. Also, the Community Radio sector produces multicultural programming in 100 languages through a number of its 330 broadcast and 207 narrowcast stations. This article examines the relationship between radio and its communities. It argues that despite the ‘profile’ of SBS television, radio is much closer to its constituent communities, and therefore plays a greater role in enabling those communities to speak their own histories, beyond the confines of a consensual Anglophile paradigm. (shrink)

This book, first published in 2000, is a collection of essays by prominent scholars writing in commercial law theory.

An important part of responsible business practices is compliance with the law. This article details what actually happens when the laws of the host country fail to ensure adequate protection. The focus here is on land dispossession and loss of livelihood in relation to a gold mine project in central Ghana. How is it that a well‐known international company—Newmont—with its own corporate social responsibility (CSR) statements sets up a project in the year 2003 that displaces subsistence farmers from their land (...) without compensating in cash or with replacement land? The analysis identifies the factors that lead the company to not compensate farmers for their lost land: cost‐cutting, strict adherence to the law, CSR commitment that was new and not internalized, complexities of the Ghanaian land tenure system, peer pressure to preserve the status quo, selection of an “old‐school” CSR manager, and the inadequacy of Ghanaian mining law to account for relatively novel, “open‐pit” mining techniques. However, the specter of famine raised by civil society activism, the involvement of the International Financial Corporation, and a better qualified CSR team constitute another set of factors that lead to a comprehensive package of livelihood improvement measures. There is a contrast between the complexity, long‐term, and advanced type of assistance Newmont currently envisages and the backward, short‐term, formalism, and brutality of denying compensation for land back in 2003. This research is based on the extensive documentation Newmont makes available on its web site, interviews conducted in Ghana, and literature research. (shrink)

In the theory and philosophy of law, war is often considered as a legal remedy. For example, according to H. Kelsen, war is a sanction of international law. These sanctions, like sanctions in national law, consist in the forcible deprivation of life, liberty, and other goods, notably of economic value. In war, human beings are killed, maimed, imprisoned, and national or private property is destroyed. By way of reprisals, national or private property is confiscated and other legal rights are infringed. (...) At the same time, it seems clear that the human experience in conditions such as suffering, pain, and death, has nothing in common with law. The decision of a sovereign state to start a war means a rejection to recognize both the norm of law as well as the generalized Other. Then, despite all the norms and guarantees of international law, the living experience of human beings during war is an experience of lawlessness, because they are harmed and at the same time not even recognized as legal subjects. Therefore, in order to answer the question about whether law is possible during war, we have to clarify in what way law exists outside the traditional norms of law, whether positive or natural. (shrink)

For about the last thirty years Newton scholars have carried on a discussion on the meaning of Newton’s second law and its place in the stucture of his physics. E. J. Dijksterhuis, Brian D. Ellis, R. G. A. Dolby, I. Bernard Cohen, and R. S. Westfall in their treatments of these matters all quote a passage that Newton added to the third edition of the Principia. This passage, beginning “Corpore cadente” (“when a body is falling”), was inserted into the Scholium (...) following the Laws. The present article is an analysis of the literature that treats this passage and its relation to the second law. The conclusion is that they are right who see a deep duality in Newton’s mind regarding this law. (shrink)

Ethicists and legal theorists have proposed models of corporate culpability that shift the standard of guilt determination from vicarious attribution of individual action and intention to an assessment of culture, policies, as well as organizational action and inaction. This paper briefly reviews four prominent models of corporate culpability, arguing that each makes claims that extend well beyond the limits of existing law. As an alternative to these models, a constructive corporate fault is described that relies on both objective and subjective (...) reasonableness judgments. The paper concludes with a consideration of constructive corporate fault in relation to an Accountability model of corporate liability. (shrink)

We are all familiar with the old adage that hard cases make for bad law. This symposium riffs off that idea to inquire whether soft law can make for ethical lawyering? To interrogate this q...

How can we know whether we are punishing the same corporation that committed some past crime? Though central to corporate criminal justice, legal theorists and philosophers have yet to address the basic question of how corporate identity persists through time. Simple cases, where crime and punishment are close in time and the corporation has changed little, can mislead us into thinking an answer is always easy to come by. The issue becomes more complicated when corporate criminals undergo any (...) number of transformations—rebranding, spinning-off a division, merging, changing ownership, changing management, swapping lines of business, etc. These changes are common among all corporations, including those trying to conceal or limit liability for past crimes. This article takes a first step toward developing a workable and philosophically satisfying theory of corporate personal identity and discusses its prospects for fulfilling the retributive, rehabilitative, and deterrent purposes of criminal law. (shrink)

This article addresses our failing ability to hold business corporations to the public interest, or even to bare legality. It defends, in brief compass, the reasonableness of the expectation that corporations provide public benefits as consideration for their public privileges. But as succeeding sections recount, the traditional instrument for holding corporations to the public interest has gradually been undermined; and our standard, punitive tools for holding them even to bare legality, suffer from inherent limitations and fail adequately to deter corporate (...) misconduct. A more adequate approach would be to supplement the current punitive regime with reform of corporate governance in directions that would decrease the temptation of managers to engage in misconduct in the first place. Several possibilities are considered, with the most promise found in allowing corporations to be owned by Danish-style “industrial foundations.” Among its advantages, the reform is realizable and would reduce incentives to corporate misconduct without compromising on performance. Industrial foundations also customarily direct a portion of corporate profits to charity, in effect reinstating the norm that for-profit corporations provide public benefits. (shrink)

While researchers in business ethics, moral philosophy, and jurisprudence have advanced the study of corporate agency, there have been very few attempts to bring together insights from these and other disciplines in the pages of the Journal of Business Ethics. By introducing to an audience of business ethics scholars the work of outstanding authors working outside the field, this interdisciplinary special issue addresses this lacuna. Its aim is to encourage the formulation of innovative arguments that reinvigorate the study of corporate (...) agency and stimulate further cross-fertilization of ideas between business ethics, law, philosophy, and other disciplines. (shrink)

This Article explores the costs and benefits of one subset of continuous and discontinuous rules. These expressions are shown to be distinct from the familiar dichotomy expressed as standards versus rules, but they share the difficulty of dividing the world of law in two. Still, regulatory approaches that focus on discontinuities can often be made more continuous, and vice versa. A speed limit is discontinuous in the sense that one drives above or below (or within) the announced limit. But it (...) is often made more continuous—even with more discontinuities— as when the stated limit is different for various kinds of vehicles. This Article works around these definitional problems to show that law often discourages useful disclosures by encouraging parties with information to offer continuous information in order to avoid after-the-fact lawsuits when specific disclosures prove to have inaccuracies. For example, it is common to hear or be warned that a medical procedure poses the risk of death, when a better-informed doctor or hospital could have given the precise percentages attached to various outcomes. Similarly, a corporation is on safe ground when it follows “generally accepted accounting principles,” when investors would have learned more from information about good and bad outcomes put in probabilistic terms. The Article works toward the suggestion that law might create a safe harbor in which probabilistic disclosures are protected when they are, or are certified to be, more useful than the ready alternative of fairly general disclosures. (shrink)

ABSTRACTAt its core, corporate social responsibility concerns the impacts of businesses on their surroundings. Despite their significant economic and geographic presence, and despite the varied disciplinary and conceptual lenses used to study CSR, there is very little existing work looking at law firms and their own CSR policies. This paper fills part of that gap. In August 2014, we reviewed the websites of the top 100 English law firms, as ranked by the trade publication The Lawyer. We were interested in (...) public disclosures made by those law firms on CSR. These were widespread. The majority of the top 100 firms say something to the wider world about CSR. However, what is said varies significantly. This is, perhaps, unsurprising. What is more surprising is that so few firms explain why they are committed to CSR. Where firms do make disclosures on CSR, these tend to group around the following three areas: pro bono and community giving; (ii... (shrink)

A recent French reform has revised the legal definition of the corporation. In essence, the law stipulates that the corporation must be run with due regard to the social and environmental impacts of its activity. It also introduces the notion of raison d’être and affords the possibility for any corporation to assign social or environmental purposes to itself, defined in its by-laws. This reform is similar to recent reforms in the UK and the US, but is based (...) on an original and distinctive theoretical argument. The aim of our article is to analyze the fundamental tenets of this reform and their implications for the theory of the corporation. It shows that the new law is based on a new positive definition of the enterprise as not only an economic organization or a productive entity, but more fundamentally a space for innovative collective action. We argue that this view of the enterprise challenges our conceptualization of the corporation in two important ways. First, it shows that the traditional theories overlook the activities of the enterprise and their related impacts, and that the corporation is not necessarily the appropriate legal vehicle for the innovative enterprise. Second, it suggests that the stipulation of the enterprise’s purpose or raison d’être in the corporate by-laws can provide new promising legal foundations for corporate responsibility. (shrink)

Even though Corporate Social Responsibility (CSR) has become a widely accepted concept promoted by different stakeholders, business corporations' internal strategies, known as corporate self-regulation in most of the weak economies, respond poorly to this responsibility. Major laws relating to corporate regulation and responsibilities of these economies do not possess adequate ongoing influence to insist on corporate self-regulation to create a socially responsible corporate culture. This book describes how the laws relating to CSR could contribute to the inclusion of CSR principles (...) at the core of the corporate self-regulation of these economies in general, without being intrusive in normal business practice. It formulates a meta-regulation approach to law, particularly by converging patterns of private ordering and state control in contemporary corporate law from the perspective of a weak economy. It proposes that this approach is suitable for alleviating regulators' limited access to information and expertise, inherent limitations of prescriptive rules, ensuring corporate commitment, and enhance the self-regulatory capacity of companies. This book describes various meta-regulation strategies for laws to link social values to economic incentives and disincentives, and to indirectly influence companies to incorporate CSR principles at the core of their self-regulation strategies. It investigates this phenomenon using Bangladesh as a case study. (shrink)

`the state of men without civil society is nothing else but a mere war of all against all.' Thomas Hobbes was the first great philosopher to write in English. His account of the human condition, first developed in The Elements of Law, which comprises Human Nature and De Corpore Politico, is a direct product of the intellectural and political strife of the seventeenth century. It is also a remarkably penetrating look at human nature, and a permanently relevant analysis of the (...) fears of self-seeking that result in the war of `each against every man'. In The Elements of Law Hobbes memorably sets out both the main lines of his general philosophy, later augmented in De Corpore, and the moral and political philosophy later made famous in Leviathan. Copies of Human Nature and De Corpore Politico, until 1889 printed as separate works, are rare antiques or scarcely less rare scholarly texts; this is the first complete popular edition. It is here supplemented by chapters from De Corpore and Three Lives, two from Hobbes's original Latin. These have never before been published together in English. ABOUT THE SERIES: For over 100 years Oxford World's Classics has made available the widest range of literature from around the globe. Each affordable volume reflects Oxford's commitment to scholarship, providing the most accurate text plus a wealth of other valuable features, including expert introductions by leading authorities, helpful notes to clarify the text, up-to-date bibliographies for further study, and much more. (shrink)

The aim of this article is to briefly spell out why corporate moral agency is a fallacy and to show how this conclusion should shift the field of business ethics more in the direction of political philosophy and the rule of law. An argument based on a false assumption can be valid, but it cannot be sound. If corporate moral agency is a fallacy, and thus also moral prescriptions for corporations, how do we salvage the field of business ethics? To (...) the extent that business ethics is about corporate behaviour (rather than individual managerial behaviour), the field can shift its foundational paradigm from ethics (which requires the attributes of moral agency) to legal accountability (which can be imposed instrumentally on corporate legal agents). By letting our elected representatives legislate the norms of acceptable corporate behaviour we can hold corporate legal entities legally accountable. What these norms should be then becomes the central focus of business ethics seen through the lens of political philosophy. (shrink)

Using a sample of Chinese listed firms in polluting industries for the period of 2008–2010, we empirically investigate whether and how Buddhism, China’s most influential religion, affects corporate environmental responsibility (CER). In this study, we measure Buddhist variables as the number of Buddhist monasteries within a certain radius around Chinese listed firms’ registered addresses. In addition, we hand-collect corporate environmental disclosure scores based on the Global Reporting Initiative (GRI) sustainability reporting guidelines. Using hand-collected Buddhism data and corporate environmental disclosure scores, (...) we provide strong and robust evidence that Buddhism is significantly positively associated with CER. This finding is consistent with the following view: Buddhism can serve as social norms to evoke the consciousness of social responsibility, and thereof strengthen CER. Our findings also reveal that the positive association between Buddhism and CER is attenuated for firms with higher law enforcement index. The results are robust to various measures of Buddhism and a variety of sensitivity tests. (shrink)

ABSTRACT:Singer has recently argued that questions related to corporate governance are beyond the reach of Rawls’s political conception of justice. This is because justice applies to the basic structure of society, understood as society’s legally coercive structures, and because corporate governance cannot be considered part of this structure in political liberalism. This commentary challenges the second part of the argument. First, it suggests that the criterion used to exclude corporate governance from the basic structure—whether employees can exit economic organizations—is not (...) conclusive for corporate governance, notably as institutionalized in corporate law. Second, even if the focus were on corporate governance, it would still be possible to argue that it legally coerces citizens, if not employees, in a relevant way. Thus, the argument is not successful in demonstrating that political liberalism goes beyond its legitimate boundaries when considering that aspects of corporate governance may be matters of justice. (shrink)

Tokenistic short-term economic success is not good indicia of long-term success. Sustainable business success requires sustained existence in a corporation's political, economic, social, technological, legal and environmental contexts. Far beyond the traditional economic focus, consumers, governments and public interest groups alike increasingly expect the business sector to take on more social and environmental responsibilities. Corporate social responsibility (CSR) is the model in which economic, social and environmental responsibilities are fulfilled simultaneously. However, there is insufficient empirical evidence that demonstrates genuine (...) widespread adoption of CSR in practice, and its underlying reasons. Though research in CSR has been rapidly growing, its commercial reality and implications need to be further improved if it is to inspire corporations to voluntarily adopt CSR. In the literature, Carroll's four-dimensional (economic, legal, ethical and discretionary) CSR framework offers a theoretical basis for developing an empirically based model to explain why and how profit-motivated managers take up CSR voluntarily. Our study has developed a structural equation model to identify the key factors and their interactions that influence economically motivated managers to take on voluntary CSR, and validate Carroll's four-dimensional construct. The results support Carroll's four-dimensional CSR framework, with the exception of the link pertaining to the relationship between economic and discretionary/voluntary responsibility. This characterises the economic reality that financial market-driven economic responsibility does not automatically translate into social responsibility. Nevertheless, the empirical results demonstrate that corporations can be led to engage in more voluntary CSR activities to achieve social good when appropriate legal and ethical controls are in place. (shrink)