This paper looks at the specific proposed amendments to European directive 2007/36/EC and 2013/34/EU, and evaluates as to how such amendments alter shareholders’ moral responsibilities. To be responsible is here simply to be understood as being under an obligation, where an obligation is a requirement on an agent to either act or refrain from acting in a given way. In order to determine whether changes to the proposed directives alter shareholders’ moral responsibilities the following analysis argues that we need to (...) look at three factors: whether such changes do in fact alter the subject matter of shareholders’ obligations, a closer look at the agent i.e. shareholders to whom the obligation is to apply and thirdly whether they do actually apply. (shrink)

Some have argued that because of weaknesses in corporate democracy, there is widespread abuse of shareholders' rights in American securities markets. I describe a number of horror stories that shareholders might tell to support this claim. Then I argue that despite appearances to the contrary, there is not widespread abuse of shareholders' rights in American securities markets. This is because (i) corporations, when doing things that look abusive, are generally violating neither the legal rights nor the charter (...) rights of shareholders and (ii) shareholders — in their role as shareholders — have no other rights than these. (shrink)

Through a combination of a controlled experiment and a survey, we examine the effect of voting power on shareholders’ voting behavior at general meetings. To avoid a selection bias, common in archival voting data, we exogenously manipulate shareholders’ power to affect the outcome. Our findings suggest that, when it comes to corporate decisions involving conflicts of interest, voting power nudges shareholders to oppose management and to choose the “right” alternative, that is, vote against a proposal which _prima facie_ does not (...) serve the company’s best interest. This effect obtained even when the dissenting vote contravened the choices of all other voters. Furthermore, the drive “to do the right thing” was established as significant, above and beyond the size of the economic stake. We also demonstrate that strategic voting among institutional investors is contingent on voting power: when in a position to affect the outcome of a vote, institutional investors tend to eschew strategic considerations and display fewer consistent patterns in their voting, compared to situations in which their ability to make a difference is limited. In anticipation of a “bad” proposal to be put to vote at the general shareholder meeting, institutional investors prefer to negotiate terms with management beforehand, and vote against it only after such negotiations fail. Our results shed new light on the “behind the scenes” processes in shareholder voting and underscore the importance of institutional investor agency to corporate governance, accountability, and minority shareholder representation. (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)

This article draws on the moral philosophy of Immanuel Kant to explore whether a corporate ‘duty of beneficence’ to non-shareholders is consistent with the orthodox ‘shareholder theory’ of the firm. It examines the ethical framework of Milton Friedman’s argument and asks whether it necessarily rules out the well-being of non-shareholders as a corporate objective. The article examines Kant’s distinction between ‘duties of right’ and ‘duties of virtue’ (the latter including the duty of beneficence) and investigates their consistency with the (...) shareholder theory. The article concludes that it is possible within the ethical framework of shareholder theory for managers to pursue directly the happiness of non-shareholders. Furthermore, shareholders have a duty to hold management to account for the moral consequences of the firm’s activities on non-shareholding stakeholders. (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 (...) class='Hi'>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)

This article advances the idea that shareholders who seek to influence corporate behaviour can be understood analytically as norm entrepreneurs. These are actors who seek to persuade others to adopt a new standard of appropriateness. The article thus goes beyond studies which focus on the influence of shareholder activism on single instances of corporate conduct, as it recognises shareholders' potential as change agents for more widely shared norms about corporate responsibilities. The article includes the empirical example of US internet (...) technology companies who, in their Chinese operations, face conflicts of norm systems in regard to freedom of expression on the internet. Shareholders have been active in seeking to persuade these companies to adopt a norm of adhering to global standards for human rights over restrictions implied by authoritarian regimes to which they deliver services. (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 managers of colleges and universities have to make decisions on a wide range of issues with regard to goals and how they may be pursued. “Managers” refers to such positions as the president, provost, vice president dean, and director of a university. This paper lays out the theoretical basis for the right answer for these decisions. It does so by setting out the fundamental function of an academic institution, linking this function to a duty, and explaining how to satisfy (...) this duty in hard cases. This article’s thesis is that university managers have a duty to shareholders alone. Shareholders are those who own the university. This duty is satisfied when managers satisfy the fundamental project shareholders assign to a university. My overall argument supports two theses: the shareholder theory is true and university managers’ duty is to satisfy the fundamental function shareholders assign to a university. The argument for the first thesis rested on the notion that a university needs a fundamental function if managers are to have a defensible criterion by which to make decisions and that the shareholder theory best accounts for that function. Along the way, the stakeholder theory were found to be inadequate. The second thesis applies the first thesis. The article then considered some objections. With regard to the shareholder theory, one objection is that the shareholder theory suggests that a manager owes duties to a university’s owner, and not its students, and this is distasteful. A second is that on the shareholder theory, a university can have as a fundamental function something like maximizing the endowment associated with the university, maximizing profits, or promoting a Christian lifestyle, rather than focusing on creating or distributing knowledge. A third is that a university manager has role-based duties. None of these objections is fatal to shareholder theory. (shrink)

The expansion of extractive corporations’ overseas business operations has led to serious concerns regarding human rights–related impacts. As theseapprehensions grow, we see a countervailing rise in calls for government intervention and in levels of socially conscious shareholder advocacy. I focus on the latter as manifested in recent use of the shareholder proposal mechanism found in corporate law. Shareholder proposals, while under-theorized, provide a valuable lens through which to consider the argument that economic behaviour is embedded within (...) social relations. In doing so, I situate my analysis within Third World Approaches to International Law (TWAIL) scholarship. Elsewhere, I have supported the use of corporate law tools in advancing the international human rights enterprise and argued that investment activism can be an essential component of this advancement. This paper represents a reflexive pause. Using the case study of a recent proposal submitted to Goldcorp Inc., I seek to problematize the shareholder proposal as a human rights advocacy tool and to examine it as a site of contestation. (shrink)

Current arguments to increase shareholder power in the large public U.S. corporation need to take account of the well-established historical practice of extensive delegation by shareholders of business decision-making and agenda-control to management and the board, what might be characterized as an absolute delegation rule. This practice sharply limits the power of shareholders to put either business or governance proposals to the shareholders for dispositive resolution. The paper, originally published in 1991 but newly relevant, argues that the rule is (...) based on potential pathologies in shareholder voting rather than the inherent information asymmetry between shareholders and managers. Rational shareholders who know of this asymmetry (and know that others know) would simply vote against most shareholder proposals. But shareholder voting gives rise to potential cycling problems, as shifting shareholder majorities vie for preferred policies, and potential opportunism, as shareholders engage in side deals with management and other shareholders to extract rents in corporate decision-making. Since shareholding patterns are in part a response to control rights, deviations from the absolute delegation rule will predictably lead to greater block ownership, for defensive and offensive reasons. These concerns need to be addressed in arguments for the expansion of shareholder power. (shrink)

In theCitizens United v. Federal Election Commission(2010) decision, the Supreme Court rendered an opinion verifying the legality of unions and corporations to spend funds from theirgeneral treasuriesto finance independent expenditures related to political and electioneering communications. Such speech and communications are constitutionally protected by the First Amendment, according to Justice Kennedy, who wrote the majority opinion (558 U.S. 22, 2010). The dissenting opinion questioned whether such rights should accrue to corporations, since corporations differ from constitutionally‐protected “natural persons” (dissent, 558 (...) U.S. 50 at 2, 2010; Johnson2011). The decision ignited a firestorm of controversy, which renewed interest in the legal concept of corporate personhood.This article reviews key findings in theCitizens United v. FECcase, then describes the historical, legal, and theoretical concepts of corporate personhood with the goal of unbundling the nuanced consequences of the majority and dissenting opinions of theCitizens United v. FECcase. The analysis then turns to a shareholder perspective, with particular emphasis on the implications for shareholders’ rights and responsibilities. It concludes with an exploration of options available to shareholders concerned about how to respond when a corporation uses its resources to communicate political opinions at odds with their own. (shrink)

Shareholders of corporations have their liability for actions of the corporation limited by law. Unlike the equity holder in a partnership or proprietorship, the assets that a shareholder has distinct from her holdings in the enterprise can not be taken to satisfy liabilities arising from actions of the enterprise itself. This paper argues that a reasonable principle of fairness argues for an alternative to limited liability, proportional liability. Proportional liability makes a shareholder liable for the same proportion of (...) a corporation''s excess of liabilities over assets that her number of shares bears to the total number of shares outstanding. The key idea is that it is unfair in situations in which explicit agreements can not be reached for shareholders to bear only limited risk when they may receive gains from stock dividends and appreciation that are not limited to any pre-determined amount. Proportional liability has not been much examined in the financial literature. Good utilitarian arguments have been given for limited liability over unlimited liability for corporate shareholders, but these arguments do not clearly support the choice of limited liability over proportional liability. (shrink)

The purpose of this paper is to analyze from a strategic ethical perspective four selected shareholder resolutions reported by the Social Issues Service of the Investor Responsibility Research Center regarding international labor and workplace standards. Particular attention will be paid to specific employee relations issues at the operating and tactical level of individual multinational firms. The paper concludes with policy recommendations for proxy statements.

From where does management acquire its authority to act in the name of the corporation? The orthodoxy that shareholders alone authorise management is frequently criticised for treating the corporation as the property of shareholders, rather than as a distinct legal person in its own right (Ciepley, 2013; Deakin, 2012; Robé, 2011; Stout, 2012). However, Hobbes’s theory of incorporation in Leviathan shows this influential critique of shareholder primacy to rest on a non sequitur. It does not follow from the (correct) (...) observation that the corporation is a legal person to the conclusion that its interests are distinct from those of shareholders. Just as individuals become citizens of a state when they authorise a sovereign, shareholders are incorporated when they authorise a representative assembly to act in their interests. Shareholders thereby form a single corporate person and are ultimately responsible for whatever is done in their corporate name. (shrink)

The distinction between stakeholders and shareholders frequently employed in business ethics can illuminate challenges faced by a bioethics advisory panel. I use the distinction to reflect back on the work of an advisory panel on which I served, a panel on US transplant policy. The panel hearings were akin to a shareholders’ meeting, with many stakeholders absent. In addition to ‘hearing out’ the shareholders who were present, the panel had duties to absent stakeholders to insure their interests were included in (...) public discussion. While panel efforts to include stakeholder perspectives rightfully framed its report, such duties should have framed its operating procedures more robustly. The stakeholder/shareholder distinction also offers a critical prism on the actual evolution of organ allocation policy, which the panel failed to influence. Current policy embodies a compromise among shareholders that obscures major stakeholder interests. This results in under‐attention to likely medical benefit of transplant, compared to other allocation criteria. Recognition of duties to stakeholders amidst pressures of shareholders complicates the notion of ‘consensus’ for an advisory panel. Consensus framed on terms defined only by shareholders, not stakeholders, may be an inadequate measure of public interest. (shrink)

The development of codes of conduct for transnational corporations is considered, particularly those involving human and labour rights. The issue of compliance with such codes is examined through a detailed consideration of the development and operation of the Sullivan and MacBride Principles. The origin, evolution, and effects of these Principles is considered. Particular attention is paid to institutional and other features surrounding their enforcement, including the use of selective purchasing, shareholder activism, and linkage to government financial incentives. The (...) paper considers what conclusions may be drawn from the operation of these Principles to inform current debates about the effectiveness of corporate codes of conduct. (shrink)

The effects of state ownership on firms’ outcomes depend on how governments influence the goals of state-owned enterprises (SOEs). Yet scant scholarly attention has been devoted to understanding what circumstances shape governmental influence on SOEs’ corporate social performance (CSP). Addressing this gap is important because SOEs are becoming increasingly more hybrid, and must thus balance multiple private and public stakeholders’ financial and social goals. We contend that, compared to non-SOEs, SOEs face additional institutional and legitimacy pressures that lead them to (...) act in socially responsible ways, resulting in higher social and environmental CSP. However, these pressures are moderated by two other factors that determine the strength of governmental influence: whether the state has a majority shareholding and the incumbent government’s political ideology. We examine a 12-year panel of 150 Brazilian listed firms, including 41 SOEs, and demonstrate that state ownership is positively associated with the social dimension of CSP but only when the state is the majority shareholder, and thus able to strongly influence SOEs’ goals. Moreover, the more right-leaning the government, the weaker becomes the moderating effect of majority state ownership. This is because political ideology determines how governments influence the tradeoffs between SOEs’ economic and social goals. (shrink)

ABSTRACT:Central to the United Nations Framework setting out the human rights responsibilities of corporations proposed by John Ruggie is the principle that corporations have a responsibility to respect human rights in their operations whether or not doing so is required by law and whether or not human rights laws are actively enforced. Ruggie proposes that corporations should respect this principle in their strategic management and day-to-day operations for reasons of corporate (enlightened) self-interest. This paper identifies this as (...) a serious weakness and argues that identifying the responsibility to respect human rights as an explicitly ethical obligation to be respected for that reason would provide a much stronger justificatory foundation for respecting the principle seen from a corporate perspective, given that corporations are accountable to their shareholders for their deployment of the firm’s financial resources. (shrink)

A number of companies allocate ownership rights to stakeholders different from shareholders, despite the fact that the law attributes these rights to the equity holders. This article contributes to an understanding of this evidence by developing a contingency model for the allocation of ownership rights. The model sheds light on why companies, despite pressures from the law, vary in their allocation of ownership rights. The model is based on the assumption that corporations increase their chance to (...) survive and prosper if the stakeholders supplying “critical contributions” receive the ownership rights. According to the model, “critical” contributions involve (1) contractual problems due to specific investments, long-term relationships, and low measurability; (2) the assumption of the uncertainty resting on the company; and (3) the supply of scarce and valuable resources. The model is dynamic because it also provides a basis for understanding why the allocation of ownership rights changes with time. Finally, the article presents the strategies companies can use to realize an efficient distribution of ownership rights among their stakeholders. (shrink)

ABSTRACT:A key factor in the decision to convert a publicly owned company to private status is the expectation that value will be created, providing the firm with rent. These rents have implications regarding the property rights of the firm’s capital-contributing constituencies. We identify and analyze the types of rent associated with the newly private firm. Compared to public firms, going private allows owners the potential to partition part of the residual risk to bond holders and employees, rendering them to (...) be co-residual risk bearers with owners. We propose that new promotion-based contracts with bond holders and employees, reflecting their particular investments, be negotiated as the firm migrates from public to private status. These contracts should acknowledge the firm’s intent to maximize shareholder value and its need to take the risks necessary to do so, but support that the firm’s survival not be undermined due to its possibly opportunistic owners. (shrink)

In this paper, I develop two philosophically suggestive arguments that the late Justice Stevens made in Citizens United against the idea that business corporations have free speech rights. First, (1) while business corporations conceived as real entities are capable of a thin agency conceptually sufficient for moral rights, I argue that they fail to clear important justificatory hurdles imposed by interest or choice theories of rights. Business corporations conceived as real entities lack an interest in their personal (...) security; moreover, they are incapable of exercising innate powers of choice. Second, (2) I argue that the structure and functionally individualized purpose of a business corporation—to increase value for its shareholders—undermines the implicit joint commitment necessary to derive corporate rights of free speech from non-operative shareholder-member rights. Since one cannot transfer innate moral rights such as free speech, any exercise of this right on behalf of another must be limited in scope. (shrink)

In lieu of an abstract, here is a brief excerpt of the content:Reviewed by:Human Rights and the Ethics of Globalization by Daniel E. Lee and Elizabeth J. LeeGuenther "Gene" HaasHuman Rights and the Ethics of Globalization Daniel E. Lee and Elizabeth J. Lee Cambridge: Cambridge University Press, 2010. 264 pp. $27.99While there have been numerous books written on the nature of rights in a world of globalization, this book fills a gap by presenting a thoughtful and balanced (...) discussion that is firmly grounded in ethical theory yet takes into account the concerns of both nongovernmental organizations (NGOs) and the realities of the business world. The authors acknowledge that there can be naive troublemakers in NGOs and greedy people in business as well as socially concerned people in both groups.The book is divided into three parts. Part 1 deals with the philosophical foundations for addressing ethical issues in business within the context of globalization. Here the authors advocate for a limited, carefully defined notion of rights, properly noting that not everything of ethical significance falls under the notion of rights. The important distinction they make is between negative rights (the rights to life and freedom), which oblige us never to harm others, and positive rights (rights of entitlement, such as education, medical care, housing), which depend upon the various types of relationships, voluntary or involuntary, in which people find themselves. The former apply universally to neighbors near and far; the latter, because they are defined by relationships, apply primarily to neighbors near to us. With globalization distant neighbors often become near neighbors—for example, when a company builds a production facility in another country. In view of this, the authors argue that the Enlightenment’s individualistic understanding of rights is incomplete. A fuller version of rights (rooted in Aristotle) situates all humans in social communities where mutual charitable treatment is better suited to promoting human flourishing. With this in mind, the authors use the second form of Kant’s categorical imperative (“Always treat others as ends”) to map out some helpful practical guidelines for multinational corporations that are conducive to human well-being. Such guidelines seek to take into consideration all the constituencies that these organizations are called to serve—including shareholders, customers, employees, suppliers, and communities of location.In part 2 the authors draw on these philosophical foundations and practical guidelines to discuss ethical issues related to business practices in four different [End Page 198] countries: respect for human rights in China given the widespread practice of outsourcing; the condition of workers in Liberia where Firestone is the largest employer; free trade and fair trade issues related to coffee growers in Ethiopia; and the question of whether low-wage factories (maquiladoras) in Mexico exploit workers or provide economic opportunity for them. The authors provide a fair evaluation of each situation rooting their discussion in the nature of each respective business and the conditions over which it has direct control.Part 3 deals with the possibilities and challenges of dealing with multinational corporations that do not respect human rights. Although many argue for sanctions and treaty provisions, the authors argue that these approaches have their limitations. As an alternative, they recommend the Alien Tort Claims Act as the most promising means of enforcing human rights standards among American multinational corporations with overseas operations.This is an insightful and balanced book on human rights and social ethics precisely because it has a positive view of markets and is optimistic about achieving greater social responsibility in the business world. It will be helpful to all committed to promoting ethical business practices in a growing global economy—not only in the church and academy but also in the legal community and business world and in NGOs.Guenther HaasRedeemer University CollegeCopyright © 2013 Society of Christian Ethics... (shrink)

This paper puts forward an argument for stakeholder rights. It begins by exploring two major answers to the question, 'in whose interests should the commercial company function?'. One claims parity for other stakeholders alongside the shareholder on the basis of a theory of property rights, and another on a theory of citizenship. Each of these answers, it is argued, fail to convince. The way forward is to recast the initial question, not asking in whose interest the company (...) should function, but which type of interest, potentially located in any sort of person, might the company serve. That interest is identified and distinguished from others that people affected by corporations might have. These distinctions then provide the basis for an argument in favour of enfranchising two sorts of individual: sovereign stakeholders, in charge of monitoring the formulation and revision of company objectives; and secondary stakeholders, who along with those in the first category monitor the means used to achieve those objectives.The paper concludes that these distinctions should lead us to reconsider other elements in the corporate governance debate, such as the nature of a director's fiduciary duty; and the difference between democracy in corporations and democracy in the wider society. (shrink)

This article seeks to address the manner in which we should conceptualise the duties of directors in making decisions where fundamental rights are at stake. We first attempt to show that, in making decisions that implicate fundamental rights, directors are required to consider all individuals affected as having an intrinsic dignity. The interests of non-shareholders must thus be addressed in a non-instrumental manner which, we argue, is only compatible with the adoption of a ‘stakeholder’ conception of directors’ duties. (...) Adopting such an approach, however, raises the difficulty of how directors are to balance multiple intrinsically valuable interests. We argue that the doctrine of proportionality—which has been developed in fundamental rights law as a structured enquiry concerning the circumstances in which it is justifiable to limit rights—can be adapted to the domain of corporate decision-making. The proportionality enquiry provides a transparent, structured process of reasoning that can aid corporate decision-making and open up the possibility for reviewing decisions of directors that affect the fundamental rights of individuals. (shrink)

China is establishing its corporate governance structures by emulating the stylized Anglo-American model. However, the country does not yet have the necessary formal and informal institutions, or the financial infrastructure to make these structures work effectively. Corruption, stock market manipulation, tax cheating, fraudulent dealing, all manners of plundering of state assets and the lack protection of shareholders' rights are some of the more conspicuous manifestations of the ethical issues that have emerged in this mismatch. This study shows how these (...) issues arise in the context of the characteristics of country's economic and corporate governance development. It evaluates various potential policy responses that may be implemented to improve governance effectiveness and diminish the damage from those problems. (shrink)

Іn the article the shortcomings of current legislation in corporate governance and shareholder rights are analysed and identificated and possible mechanisms for the protection of shareholder rights and corporate investors are introduced.

This paper selected Vanke as the case to study the governance problems of Vanke and the protection of the interests of small and medium shareholders under the situation of equity disputes. At the same time, the study further explored the advantages and disadvantages of the dispersed ownership structure, the long-term impact on the company’s development and the choice of the involved corporate governance methods under the current Chinese capital market conditions. This paper adopted the event research method and selected the (...) period from June 2015 to June 2017 as the observation period to analyze the market performance impact of Vanke in the equity disputes. At the same time, this paper also measured Vanke’s individual stock rate of return and market rate of return, and calculated Vanke’s normal rate of return [E], abnormal rate of return, and cumulative abnormal rate of return during different event windows. Vanke’s shareholding was too dispersed and the stock price had been sluggish for a long time, which had greatly reduced the acquisition difficulty and cost of Baoneng, thus triggering the “barbarian invasion” of Baoneng. In the struggle for control, whether it was Vanke’s anti-takeover measures or China Resources, Baoneng, and Evergrande’s competition for equity, their actions had harmed the interests of small and medium shareholders. The market supervision department was too lenient to supervise and punish the interests of small and medium shareholders, and opportunism made behaviors that infringe on the interests of others more reckless. However, small and medium shareholders cannot actively participate in the company’s management decision-making to safeguard their legitimate rights and interests, which intensifies the violations of all parties in the equity disputes, thus forming a vicious circle. Therefore, the protection of the interests of small and medium shareholders required the joint efforts and consciousness of regulators, small and medium shareholders, and acquirers. (shrink)

What types of persons are likely to believe in a narrow view of corporate social responsibility—that is, that managers should seek only to maximize profits in the interests of shareholders? Prior research suggested that such persons seemed likely to defer unquestioningly to organizational authority and thus to approve of unethical activities performed for organizational benefit. This article examined additional implications of such deferential tendencies among high social traditionalism scorers. In three samples of employed respondents ( N = 491), social traditionalists (...) emerged as Machiavellian, had an entitled pattern of equity sensitivity, had an external work locus of control, were self-denying and authoritarian, felt that misfortune accrues to deserving people, and scored low on principled moral reasoning. These findings suggest that normative views about the rightness of social responsibility are closely tied to fundamental personality traits, attitudes, values, and thinking patterns. Therefore, resolving the long-standing social responsibility debate by determining once and for all whether social responsibility is good or bad may be an elusive goal. (shrink)

Workplace democracy is often defined, and has recently been defended, as a form of intra-firm governance in which workers have control rights over management with no ownership requirement on their part. Using the normative tools of republican political theory, the paper examines bargaining power disparities and moral hazard problems resulting from the allocation of control rights and ownership to different groups within democratic firms, with a particular reference to the European codetermination system. With various qualifications related to potentially (...) mitigating factors, such as workforce and shareholder composition or risk aversion and reallocation, the paper contends that forms of workplace democracy in which workers control and own the firm, such as cooperativism, are preferable to other forms, such as codetermination, in which ownership and control rights are formally separated. (shrink)

Using empirical evidence gathered from Chinese listed companies, this article explores the relationship between micro-governance mechanisms and corporate philanthropy from a corporate governance perspective. In China’s emerging market, ultimate controlling shareholders of state-owned enterprises are reluctant to donate their assets or resources to charitable organizations; in private enterprises marked by more deviation in voting and cash flow rights, such donations tend to be more likely. However, the ultimate controllers in PEs refuse to donate assets or resources they control or (...) own, which implies that corporate philanthropy by PEs comes at the cost of others, through assets or resources owned by minority shareholders. Even after devastating natural disasters such as the 2008 Wenchuan Earthquake, the controlling shareholders continue to express reluctance to donate any assets they control. Despite widespread evidence that corporate philanthropy boosts corporate growth and profitability, these ultimate controllers indicate no intention to donate their own money as a means to improve corporate performance. (shrink)

The aim of this paper is to discuss popular conceptions of business ethics and their relationship to the problem of racial injustice by way of reviewing Spike Lee’s (1989) _Do the Right Thing_. Taking place on one day in late 80’s Bedford-Stuyvesant, and set against a tense decade of racial conflict in New York City, Spike Lee’s masterpiece has deeply influenced American discourse on race, capturing many of the complex interpersonal dynamics that are both constitutive and consequence of American racial (...) hierarchies. Instead of focusing on shareholders and stakeholders, I argue that _Do The Right Thing_ suggests a more political understanding of business’s ethical obligations: a business’s ethical obligations don’t emanate from internal relations but from its social and political position. I conclude by discussing a more recent film, Steve McQueen’s (2020) _Mangrove_. Like _Do the Right Thing_, _Mangrove_ also focuses on a business that is at the center of an urban racial conflict, but which stands in a very different relationship to this tension, providing an alternative illustration of business ethics informed by political and social positioning. (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)

Today's headlines are full of employee unrest over racial injustice, communities infuriated by corporate environmental impacts, staff anxiety over surveillance, and discoveries of child labor in supply chains. We've traveled far and fast from the old world of business ethics, where black-and-white concerns about bribery and fraud could be addressed with rules and processes. Simply maximizing shareholder value while not breaking the law is no longer an option, but we've never been so confused about what it means to do (...) the right thing. In this eye-opening, indispensable book, NYU ethics professor Alison Taylor argues that amid stakeholder demands and transparency pressures, we can no longer treat ethics as a legal and reputational defense mechanism. Leaders at Davos and the Business Roundtable have called for a new corporate responsibility paradigm, but how to implement their ideas remains an open question as organizations struggle in an atmosphere of heightened expectations and intense suspicion. Offering vivid stories and examples, Taylor brings this complex, risky environment alive to provide a blueprint for how leaders should rethink and reshape their practices. How can CEOs cut through the noise to set robust environmental and social priorities? When should they speak out on contentious social and political issues, and how? What does it really take to build a healthy organizational culture? How are we to approach corporate values when society is so divided? Higher Ground will show leaders how business can navigate this messy paradigm shift, build trust, and achieve long-term strategic advantage in a turbulent world. (shrink)

Contemporary academic and policy discussions of corporate governance tend to accord primacy to the interests of shareholders. While the primacy (descriptive or prescriptive) of shareholders is argued for in various ways, others seek to promote a wider stakeholder model of the firm and its governance. In both cases, the interests of creditors tend to be neglected. In this paper, the fundamental position of creditors in a system of corporate law that offers limited liability is reasserted and explained, and the implications (...) explored. It is demonstrated that there are, in effect, two modes of governance possible for a limited liability corporation: the “normal” mode, when shareholders’ interests are primary, and the “distressed” mode, when creditors’ interests are paramount. As a result of this analysis, writers on corporate governance who are influenced by certain managerial myths or economic theories of the firm are encouraged to view the position of shareholders in a more informed light. Writers on business ethics, who often find themselves contending, perhaps implicitly, with inappropriate understandings of the nature of business corporations and their governance, are similarly alerted to the weakness of certain positions perceived as antithetical to their agenda. Finally, business ethicists who advocate a stakeholder perspective are encouraged to recognize the position of creditors and to pay more attention to them as a stakeholder group. (shrink)

Corporate governance delivers feasible and controlled company operations using a group of common shareholders and appropriate policies. The roles and responsibilities of the shareholders suggest and improve corporate development through monotonous and independent rights. The implication of artificial intelligence provides knowledgeable insights for decision-making and control management. This article introduces a Mutual Consent-based Governance Regulation Model for dissimilarity mitigation in corporate rule implications. The proposed model exploits transfer learning for balanced rule implication and decision-making. The learning states are defined (...) based on mutual agreement, individual interest, and operational features. Based on the governance policies, the above rules are employed without hindering the pioneer regulations implemented in different periods. Therefore, artificial intelligence technology is utilized for prompt and swift governance decisions in delivering special rights for consumers and shareholders. The performance of this model is validated and verified using data sources related to governance policies from a real-time industry. The impact of varying policy features with dissimilarity is analyzed for varying occurrences. The analysis is given based on the considered data sources for which the classification and its impact over reports, sharing, voting, complaint, and market are analyzed. The availability before and after the proposed improves the above metrics by 10.48, 10.65, 9.78, 13.39, and 9.26%. (shrink)

This essay attempts to develop a new theoretical model for business ethics distinct from the two canonical business‐ethics theories, the stakeholder theory and the shareholder value theory. Milton Friedman argued that because managers are agents of the company's owners, their sole moral responsibility is to maximize owner returns. Thomas Pogge has recently suggested that such a view involves a kind of moral incoherence and that we should reject the efficacy of social arrangements like the principal‐agent relationship in altering moral (...) obligations. Both views fail to give proper account of the dispersal of moral responsibilities in business contexts. We must distinguish “minimal moral obligations” (stemming from justice and rights) from “maximal moral obligations” (stemming from all other moral considerations, including duties of aid, beneficence, and the virtues). Minimal obligations apply to all persons, but maximal obligations can be effected by social arrangements like the owner‐manager relationship. There may be moral obligations incumbent on owners that do not apply to managers. Understanding this distribution of responsibilities enables us to develop a new and attractive model of business ethics––“the ownership model”––which places greater emphasis on the rights and responsibilities of the owners of business than has been traditional in business ethics. (shrink)

Trends in corporate governance to minimize employee participation and to promote shareholder rights, in both the EU and US contexts, evidence the practical efficacy of the separation thesis and the dominance of models of corporate governance founded upon decision theory. Giving expression to a vision of human agency in terms of instrumental rationality, such models of corporate governance, presuppose clearly defined objectives. Drawing on the work of Talbot Brewer, Alasdair MacIntyre, and Robert Brandom, this paper offers an alternative (...) practice-based model of corporate governance that emphasizes the role of socially and historically embodied forms of reasoning in promoting a better understanding of the aims or objectives of the corporation, particularly with respect to the social, environmental, and economic context of the firm. After reviewing recent empirical literature concerning employee participation, criteria are offered concerning effective employee participation programs, as a means of implementing a practice-based model of corporate governance. (shrink)

Environmental governance has emerged as a recent perspective to explain the link between corporate governance mechanisms and environmental performance such as pollution reduction. We extend current models by incorporating the crucial role of the underlying institutional logics in terms of an a priori focus on either shareholder rights or stakeholder inclusion, which, in turn, can be traced back to the legal origin of a specific country. Using data on a sample of common and civil law countries, we find (...) support for our predictions that a shareholder-focused common law legal origin is associated with significantly higher emissions of CO2, and also that international environmental agreements like the Kyoto protocol seem to have a more pronounced effect in shareholder-centric economies than thus far assumed. (shrink)

Identifying corporate governance mechanisms to improve firm performance has been at the forefront of policy discussion and research in recent years. Existing research in this area focuses on large-capitalisation firms, and has not provided much insight on smaller firms. This paper tests for the optimality of deployment of governance mechanisms for Canadian small-cap firms by estimating a simultaneous equation system that links four control mechanisms to firm performance, using recent data. The results confirm simultaneity between several governance mechanisms and Canadian (...) small-cap firm performance. CEO ownership and shareholder rights are shown to determine board independence. CEO ownership in turn is shown to depend on the extent of shareholder rights and whether the CEO is also Chairperson of the board. Canadian small-cap firms appear to overutilise debt as a control mechanism. There is somewhat weaker evidence that board independence and CEO ownership are beyond the optimum. The latter, given the relatively high degree of CEO ownership in Canadian small-cap firms, is consistent with management entrenchment. We also do not find any significant discount to performance for Quebec-based firms, or for firms with dual or multiple voting class shares structures. (shrink)

With reference to the Dutch model, which has been adopted by the Lithuanian Civil Code, the possibility to renounce Investigation Proceedings in the Articles of Incorporation or shareholder agreements is analysed in this article. The mandatory nature of the Investigation Proceedings is derived from the provisions of the Code, mainly: from an active role of the court, typical to the cases with the element of public interest, from specific rules for protecting the public interest in the course of the (...) Investigation Proceedings, also taking into account statutory duties of managers, the scope of which may not be narrowed by SHA, and the fact, that the Investigation Proceedings is generally designated to be an instrument to safeguard the interests of minority shareholders against the abuse of their rights by the company, and, finally, acknowledging the extraordinary nature of remedies available in the Investigation Proceedings. (shrink)

Whereas extant literature has examined the overall effect of corporate social responsibility (CSR) on innovation, it is argued that CSR is a multidimensional concept encompassing both progressive activities concerning a firm’s engagement in the social domain, as well as rational aspects pertaining to corporate governance practices and the protection of shareholder rights. This study integrates organizational hypocrisy with the knowledge-based view literatures to examine how different forms of CSR engagement affect the rate of new product introductions (NPI). Results (...) suggest that the mechanisms by which progressive and rational CSR are associated to increases in the rate of NPI differ. Specifically, while progressive CSR positively affects the rate of NPI and such effect is deemed stronger for firms that are more vertically integrated, the effect of rational CSR on the rate of NPI is conditional on a firm’s level of absorptive capacity. (shrink)

In recent years India has been moving further in the direction of adopting an Anglo-American model of corporate governance. This decision, the result more of international economic and political pressures than public debate, in effect represents a new development strategy for the world's most populous democracy. In light of this situation, it is important to ask two basic questions: 1) why has the Anglo-American model of corporate governance been adopted? and; 2) can it be justified? This paper addresses the first (...) of these questions by distinguish and examining three historical models of governance in India: 1) the managing agency model in the colonial period; 2) the business house model that emerged after independence, and; 3) the Anglo-American model which has recently been adopted (and is still emerging). The second question is approached through an examination of the "development impact" of the new model, as indicated by such measures as growth, employment and respect for shareholder rights. (shrink)

This article analyzes the judicial framework of the takeover bid regulation in Lithuania, identifies the obstacles to the more effective regulation and considers possible solutions. As laid down in the Directive 2004/25/EC of the European Parliament and the Council as well as in the Law on Securities of the Republic of Lithuania, if a natural or legal person acquires a specified percentage of voting rights in the company (the issuer), which gives him a certain degree of control of the (...) company, this person must announce and implement a mandatory takeover bid to protect the minority shareholder rights. The regulation process of takeover bids in Lithuania, however, encounters several obstacles in aiming to increase the protection of minority shareholders. The authors claim that the main problems preventing a more efficient takeover regulation are first, issues related to the counting rules of the voting rights and second, the lengthy process of implementing mandatory takeover bids (the implementation process could last up to six years). Finally, the definition of a fair price of the security presents another obstacle to a more efficient takeover regulation as well. The matter of a fair and reasonable price is the most important in emerging markets, such as Lithuania. (shrink)

In recent years India has been moving further in the direction of adopting an Anglo-American model of corporate governance. This decision, the result more of international economic and political pressures than public debate, in effect represents a new development strategy for the world's most populous democracy. In light of this situation, it is important to ask two basic questions: 1) why has the Anglo-American model of corporate governance been adopted? and; 2) can it be justified? This paper addresses the first (...) of these questions by distinguish and examining three historical models of governance in India: 1) the managing agency model in the colonial period; 2) the business house model that emerged after independence, and; 3) the Anglo-American model which has recently been adopted (and is still emerging). The second question is approached through an examination of the "development impact" of the new model, as indicated by such measures as growth, employment and respect for shareholder rights. (shrink)

This article brings forward the argument that the practical implementation of a corporate governance code cannot be realized by a compliance program alone. Its relevance in everyday business is determined by the moral values of the company culture. In this context, governance is defined as a company’s resources and capabilities, including the moral resources, to take on responsibility for all its stakeholders. A critical discussion of the agency theory, transaction cost theory, and organization theory shows that such an approach is (...) possible only when a company is not perceived as a maximizing machine for shareholders’ interests but as an economic form of cooperation of internal and external resources and stakeholders. An empiric study on 22 European corporate governance codes shows that the predominant majority of European codes orientate themselves to stakeholders and the company. The discussion of the empirical data reveals six basic principles that determine all European corporate governance codes: shareholder rights, transparency, voting rights, regulation of remuneration, design of organizational structures, and corporate social responsibility. (shrink)

This article sets out to undertake a thorough, point-by-point examination of the theory postulated by Campbell (2007), in which an attempt is made to specify the conditions under which corporations may or may not act in socially responsible ways. In order to ensure the overall reliability of our study, and to attempt to provide a new understanding of, and greater insights into, whether corporate social responsibility (CSR) is affected by financial and institutional variables, we empirically investigate a total of 520 (...) financial firms in 34 countries, between the years 2003 and 2005. Our empirical findings are: (i) finns with larger size are more CSR minded, and the financial performance and CSR are not related; (ii) finns would actually act in more socially responsible ways to enhance their competitive advantages when the market competitiveness is more intense; (iii) financial firms in countries with stronger levels of legal enforcement tend to engage in more CSR activities; however, interestingly and rather strikingly, those finns in countries with stronger shareholder rights tend to engage in less CSR activities; and (iv) self-regulation within the financial industry has a significantly positive effect on CSR, with firms being found to act in more socially responsible ways in those countries which have more cooperative employer-employee relations, higher quality management schools, and a better macroeconomic environment. (shrink)

This Article studies the Israeli courts’ approach to choice of law in securities class actions against dual-listed companies, and its unexpected adverse effects on Israeli shareholders. Israeli courts apply American law to dual-listed companies, as an inducement for companies to list their shares for trade on the Tel Aviv stock exchange. However, one of the outcomes of this choice was to enable American attorneys to include Israeli-traded shares in American securities class actions. The Article claims that this outcome might undermine (...) Israeli shareholders’ rights and reduce their expected compensation. (shrink)

This paper investigates whether religious-based index membership is important in mitigating earnings management. Using a large sample of firms domiciled across 12 European countries, our empirical results show that firms included in the Shariah-compliant index, as a proxy for religious index, are more likely to engage in accruals manipulation vis-a-vis non-Shariah-compliant firms. Our results are robust using the Heckman two-stage treatment effect model, weighted least squares model, alternative earnings quality metrics and after controlling for the potential effects of home-country characteristics. (...) Furthermore, our empirical results indicate that corporate governance of Shariah-compliant firms does not constrain managerial opportunistic behaviour in misreporting earnings, and firms that with low scores of board functions, shareholder rights and vision and strategy are more likely to engage in earnings management. Further, Shariah-compliant firms domiciled in Coordinated Market Economies are more likely to manipulate earnings than those in Liberal Market Economies. Taken together, our findings suggest that the Shariah index membership does not indicate good corporate governance that can mitigate earnings management, and it may serve as a legitimacy mechanism to conform to stakeholders’ expectations. Our findings support arguments that the religious-based index membership is plausibly used as a ‘label’ and an impression management tool to attract investment. (shrink)

Despite waves of privatization around the world, state ownership of enterprise remains significant. The focus of scholars and policymakers has accordingly shifted from the defense and promotion of privatization to the design and improvement of corporate governance practices in state-owned enterprises. A broad consensus has emerged suggesting that state-owned firms should be corporatized, publicly traded and subject to the greatest extent possible to the same legal regime applicable to private firms. However, by focusing exclusively on what corporate and securities laws (...) can do to increase the efficiency of state enterprise, this view ignores the other side of the problem: How does the presence of SOEs affect the efficiency of corporate and securities laws as they apply to private firms? Brazil’s long historical experience with SOEs suggests that state ownership of listed firms can have unintended consequences that go beyond the potential firm mismanagement if the state pursues political goals inconsistent with shareholder wealth maximization. The state’s financial interest as the controlling shareholder of listed firms can lead it to disfavor legal reforms that improve minority shareholder rights, thus impairing the ability of private firms to raise outside financing. In ignoring the conflicts of interest inherent in the state’s dual role as shareholder and regulator, the conventional wisdom has likely overestimated the aggregate benefits of a unitary corporate law regime for both state-owned and private firms. (shrink)