The unethical exploitation of shareholders in management buyout transactions

The accurate pricing of securities in the capital markets depends upon the markets being both efficient and fair. In management buyout transactions (MBOs), the price bid by inside managers enhances the efficient pricing of securities but raises a reasonable doubt about the fairness to existing shareholders. This study addresses this fairness question in MBOs and offers short-term and long-term legal alternatives which allow both the efficiency and fairness criteria to be met. In the short-term the case law established in the Basic v. Levinson decision for merger negotiation disclosures should be applied to MBO transactions. Over the longer horizon, legislative changes should be made to existing securities laws. Applying the investor protection principles of the 1933 and 1934 securities acts to MBO transactions will suppress the temptation of managers to extract shareholder wealth for their personal gain. Frederick P. Schadler, Assistant Professor of Finance at East Carolina University, in Greenville, North Carolina. Research interests include security issuances, investment banking, and ethical issues related to securities regulation. He has presented papers at regional and national meetings and has published in the Journal of Financial and Strategic Decisions and the Memphis State University Law Review. Jack E. Karns, an Associate Professor of Business Law at East Carolina University. Research is directed toward corporate law, securities, and government regulation of business issues including ethical considerations. He has published in numerous legal journals including the Dickinson, University of Richmond, and Memphis State University Law Reviews.     

Social Responsibility and the Utilities

This paper examines recent developments in U.K. utility regulation from a business ethics perspective. The regulatory framework that facilitated privatisation of the utility companies has foundations based upon free market principles involving a transfer from regulation to competitive markets wherever possible. Where competition is not feasible, continuing economic regulation is relied upon, designed to mirror the competitive market to induce, through comparative competition and the price capping mechanism, incentives for greater efficiency. The New Labour Government, having fundamentally reviewed this framework when it came to office, has surprisingly endorsed its basic tenets. However, it wishes to superimpose social responsibility regulations designed to achieve social policy rather than economic objectives. This interventionist approach is in itself in conflict with the free market inspired regulatory framework but additionally, the imposition of social policy objectives creates fundamental ambiguities within the framework for the key stakeholders. The paper concludes that the Government's policy, by eliciting stakeholder confusion and perverse behaviour, could be counter-productive but that ethical theories and frameworks can contribute to thinking in this vital area of the economy.     

Privatization and Strategic Fit: Evidence from Rumania

This article is a contribution to the growing body of research on the privatisation process in Central and Eastern Europe (CEE). It reports on a study of enterprises in Rumania which sought to establish whether privatisation there improves performance and, if so, whether ownership by managers and employees is beneficial and whether smaller enterprises perform better than larger ones. Broadly, the authors conclude that the answer to all three of these questions is "yes". The article then outlines the implications for CEE policy-makers, in particular that they should speed up the process of privatisation, (even if foreign investors are not available) and split up large enterprises, whether state-owned or privatised.     

Exchange Rate Effects on Domestic Prices in Bulgaria and Poland: Progress in Making Markets?

The economic liberalization which has occurred in Central and Eastern Europe (CEE) over the past 15 years generally has involved establishing domestic markets and privatizing state‐owned firms, both with the intention of integrating the CEE economies into the global economy and allowing the benefits of competition to be realized. We explore how well this has been accomplished in two countries, Poland and Bulgaria, and the domestic conditions that contribute to its accomplishment. The sensitivity of domestic markets to international shocks, as reflected in exchange rate effects on domestic prices, may be viewed as an indicator of how integrated a country’s markets are into the global economy, and a proxy for competition in those markets. In explaining variation in exchange‐rate pass‐through, we examine the impact of market structure, economic liberalization and infrastructure as factors contributing to the development of competitive markets. We find that although integration into global markets can significantly increase market competitiveness, domestic factors also play a significant role.     

Consumer Trust,Social Marketing and Ethics of Welfare Exchange

The global corporate scandals such as Enron, Worldcom and Global Crossing have raised fundamental issues of business ethics as well as economic, social and anthropological questions concerning the nature of business competition and global capitalism. The purpose of this conceptual paper is to introduce the concept of “welfare exchange” to the existing notions of economic, social and anthropological notions of business and exchange in markets and society in the 21st century. Global competition and business success in the 21st century continue to raise the nature of economic value and the interaction among diverse actors in international markets, institutions and society. We believe that the nature of such exchange between consumers and organizations, which can also be termed social marketing, need to increasingly take into account a welfare and ethical component. In this paper, we introduce our concept of welfare exchange to emphasize the importance of such welfare and ethical issues in the global business environment of the 21st century.     

Buyouts,information asymmetry and the family management dyad

Management buyouts (MBOs) and buyins (MBIs) are an alternative solution to the private family firm ownership succession issue. It is typically assumed that MBO/MBIs of private family firms progress more smoothly than other types of MBO/MBI, due to fewer information asymmetries and closer relationships between the parties involved. This study provides novel evidence from eight private family firms that had selected an MBO or an MBI. The myths surrounding the succession issues of family firms who have selected an MBO/MBI are specifically explored. The MBO/MBI process is examined within an agency theory framework with particular emphasis on the balance of information and the relationships between vendors and purchasers. Complementary theoretical frameworks relating to trust and negotiation behavior are utilized. Interviews were held with former family owners as well as the current members of the MBO/MBI teams. Triangulation of opinions was considered, thus strengthening the validity of presented results. The case studies confirmed that information asymmetries were widespread, providing opportunities for the parties with more information to negotiate a price and structure the deal to their advantage. Good relationships and trust between the vendor and MBO/MBI team mitigated information asymmetries. Where the MBO/MBI was part of the family firm's long-term strategy, there were fewer information asymmetries, and knowledge transfer was facilitated.     

A critique of Western philosophical ethics: Multidisciplinary alternatives for framing ethical dilemmas

American discourse in business ethics is steeped in the traditional ethical theories of Western philosophies, specifically the Greek classics, Kant, and the British Utilitarians. These theories may be largely uninterpretable or unacceptable to non-Western populations owing to different traditions, religious beliefs, or cultural histories. As economic boundaries collapse and markets become more global in scope, traditional Western ethical thought may lead to clashes among Western organizations and companies from differing cultural settings. Such clashes could lead to alienation of foreign customers, firms and governments and resultant competitive disadvantage, or to an abandonment of ethical considerations altogether in the struggle to compete internationally. This paper puts forward two general alternatives to Western ethical philosophies as useful frameworks for the analysis of international ethical dilemmas. The first alternative uses new organizational economics, while the second emphasizes role relationships and organizational citizenship.William B. Carlin passed away on Thursday, March 3, 1994 in Louisville, Colorado, after this article was accepted but prior to its publication. Bill was a Ph.D. candidate at the University of Colorado and a faculty member at the University of Denver at the time of his death. His friends, family, and colleagues will miss him very much.Kelly Strong is currently an assistant professor of management at Illinois State University. He has written in the areas of corporate social responsibility and ethical decision-making. He teaches strategic management at Illinois State University.     

Chinese Management Buyouts and Board Transformation

We assess the extent to which Chinese MBOs of listed corporations enable a balance to be achieved between facilitating growth and supporting the interests of minority shareholders other than the buyout organization. Using novel, hand-collected data from 19 MBOs of listed corporations in China, a matched sample of 19 non-MBOs and the population of listed corporations, we examine the extent to which boards of directors are changed to bring in executive and outside directors with the skills to grow as well as restructure a business. We also examine the extent to which outside directors become involved in actions to develop the business rather than actions related to fostering the interests of all shareholders. We find in fact little evidence that outside board members have the skills to add value to the MBO firms. Boards appear to focus mainly on related-party transactions with some more limited attention to growth strategies. Outside directors do not seem to openly disagree with incumbent managers on the disclosure of their actions but may express their views and exert pressure behind the scenes.     

Responsible Leadership Outcomes Via Stakeholder CSR Values: Testing a Values-Centered Model of Transformational Leadership

The Encyclical-Letter Caritas in Veritate by Pope Benedict XVI suggests to advance towards a new conceptualization of the tenuous relationship between economics and ethics, proposing a “new humanistic synthesis.” Where social encyclicals have traditionally justified policy proposals by natural law and theological reasoning alone, Caritas in Veritate gives great relevance to economic arguments. The encyclical defines the framework for a new business ethics which appreciates allocative and distributive efficiency, and thus both markets and institutions as improving the human condition, but locates their source and reason outside the economic sphere. It places a clear accent on the ontological connectedness of the economic and ethical dimensions of human action. It is the proper ordering of means towards the end of integral human development that allows mankind to leave a vicious circle of consumerism and enter a virtuous circle that applies the creativity fostered by markets. This vision implies a new model of business management that integrates considerations of vocation, purpose, and values at a theological level.     

The Institutionalization of Fair Trade: More than Just a Degraded Form of Social Action

The context of economic globalization has contributed to the emergence of a new form of social action which has spread into the economic sphere in the form of the new social economic movements. The emblematic figure of this new generation of social movements is fair trade, which influences the economy towards political or social ends. Having emerged from multiple alternative trade practices, fair trade has gradually become institutionalized since the professionalization of World Shops, the arrival of fair trade products in the food industry, and the establishment of an official “fair trade” label. With the strength that this institutionalization has generated, fair trade can now be considered a real trade system that questions, as much as it renews, the traditional economic system. In parallel, this transformation has exacerbated the tensions within the movement, which can be characterized as a clash between a “radical, militant” pole and a “softer, more commercial” one. However, it is not the actual institutionalization of fair trade which is being debated among fair trade actors on either side of the fence, but rather the challenges inherent in finding an economic institutionalization acceptable to social economic movements. Therefore the institutionalization process of fair trade should not be seen as mere degradation of social action, but rather as typical of the institutionalization process of new social economic movements. If we need to worry about the highjacking and alteration of the fair trade movement by the dominant economic system, the opposite is no less likely, as new social economic movements contribute to an ethical restructuring of markets.     

Measuring the relative importances of social responsibility components: A decision modeling approach

In this study, a decision modeling approach is used to measure the relative importances of four social responsibility components. When given information concerning the economic, legal, ethical and philanthropic activities of 16 hypothetical organizations, 159 junior and senior management students judged the social responsibility of these firms. The study used two types of analysis: first, a within-subject regression, then a between-subject ANOVA. Results showed ethical behavior to be most important in judging social responsibility; legal behavior was second, discretionary behavior third, and economic behavior was least important. In addition, all but one rater consistently applied the social responsibility components. The implications of these results and suggestions for future research are discussed. Barbara A. Spencer is Assistant Professor of Management at Clemson University. Her current research interests include strategic management, social issues, and business ethics. She has published several articles on corporate social responsibility. John K. Butler is Associate Professor of Organizational Behavior at Clemson University. He has published articles on job satisfaction, trust, group processes, political representation, and research methods in academic journals and proceedings.     

Industry type,culture, mode of entry and perceptions of international marketing ethics problems: A cross-cultural comparison

The authors investigate the differences in ethical perceptions of Australian and Hong Kong international managers. Ethical perceptions are measured with respect to different industry types, cultures and modes of entry into international markets. Mode of entry refers to how firms select to enter foreign markets. Modes of entry include: exporting (indirect or direct), contractual methods (licensing and franchising) and via direct foreign investment (joint ventures and wholly-owned subsidiaries). It was determined that culture and mode of entry have a significant effect on the perception of ethical problems.Robert Armstrong is an Associate Professor of Marketing and Research Associate of the Asia Research Centre at Murdoch University. His prior experience includes: industrial management, marketing research and corporate planning. His research and consulting interests are centred in the areas of international marketing ethics and services marketing.Jill Sweeney is a Senior Tutor at Murdoch University and is currently working on a doctorate. Jill's chief research interests are in the areas of services marketing and marketing ethics.     

中国MBO信托融资模式研究

在国企产权制度改革的诸多途径中,管理层收购因定价问题和融资问题而备受争议。目前国内MBO信托融资有四种模式,即单纯提供收购主体模式、单纯提供融资模式、股份收购模式、与战略投资者合作模式,剖析各自的优缺点,在创设双向资金信托、要求管理层自有资金投入以及信托公司负责筛选项目三个原则下,MBO是一种切实可行的信托融资模式。     

Business Cases and Corporate Engagement with Sustainability: Differentiating Ethical Motivations

This paper explores links between different ethical motivations and kinds of corporate social responsibility (CSR) activities to distinguish between different types of business cases with regard to sustainability. The design of CSR and corporate sustainability can be based on different ethical foundations and motivations. This paper draws on the framework of Roberts (Organization 10:249–265, 2003) which distinguishes four different ethical management versions of CSR. The first two ethical motivations are driven either by a reactionary concern for the short-term financial interests of the business, or reputational, driven by a narcissistic concern to protect the firm’s image. The third responsible motivation works from the inside-out and seeks to embed social and environmental concerns within the firm’s performance management systems, and the fourth, a collaborative motivation, works to bring the outside in and seeks to go beyond the boundaries of the firm to create a dialogue with those who are vulnerable to the unintended consequences of corporate conduct. Management activities based on these different ethical motivations to CSR and sustainability result in different operational activities for corporations working towards sustainability and thus have very different effects on how the company’s economic performance is influenced. Assuming that corporate managers are concerned about creating business cases for their companies to survive and prosper in the long term, this paper raises the question of how different ethical motivations for designing CSR and corporate sustainability relate to the creation of different business cases. The paper concludes by distinguishing four different kinds of business cases with regard to sustainability: reactionary and reputational business cases of sustainability, and responsible and collaborative business cases for sustainability.     

Corporate Social Responsibility: Its Economic Impact and Link to the Bullwhip Effect

This paper examines the economic impact of implementing Corporate Social Responsibility (CSR) in the supply chain operations of multinational corporations (MNC). Because they have global supply chains in emerging markets, MNCs face certain operational challenges. For example, unethical operations often result in a huge loss to MNCs in the long run, even though their initial cost seems to be low. In this paper, we extend the Bullwhip Effect theory in supply chain management to the ethical operations context, and define and evaluate a special Bullwhip Effect due to Unethical Operations (BEUO). Using economic data from various sources including Ford, Toyota, and GM in the auto industry, we first estimate the indices of BEUO for the three companies and demonstrate the economic necessity for MNCs to incorporate CSR with supply chain operations. We then propose a coherent approach, blending what we term the bottom-up and proactive methods, to achieve such an outcome. The bottom-up approach requires MNCs to switch their focus on stakeholders, shifting from shareholders to consumers and workers, and on decision levels from public relationships to supply chain operations. The proactive approach recommends initializing specific CSR operations to mitigate the negative impact of BEUO. Both theoretical analysis and case studies are conducted to evaluate our developed propositions that MNCs adopting the proposed CSR operations will in the long run achieve better economic performance. Recommended actions for implementation, based on best practices, are also presented.     

Rhetoric versus Reality: the Privatisation of Telekom Malaysia

Telekonl Malaysia (TM) was floated as a private enterprise in 1990 as part of the country's overall privatisation programme. The programme included the usual privatisation goals of competition, reduced state involvement, growth and efficiency, but also a redistributional goal to enhance the Bumiputra community. This paper discusses whether the Malaysian government has been able to reconcile all its stated objectives, and suggests that the Bumiputra redistributional goal has been favoured at the expense of the other objectives. It is concluded that the privatisation of TM was cosmetic and that the government has used TM to implement its strategy, mainly through internal control of its corporate affairs, which runs contrary to the most widely accepted views of privatisation.     

New rules – old games? Social capital and privatisation in France, 1986–1998

This article focuses on social capital among the French business elite, the period under study coinciding with the implementation of privatisation programmes in France from 1986 to 1998. The Chirac government (1986–1988) sought to change the rules of the economic game, the political aspirations invested in privatisation centring on the free play of market forces and competition, to which the programme purported to reconcile the public at large. The article reveals how privatisation, far from breaking with the past by widening participation in economic life, strengthened the ties that bind the French establishment elite through the concentration of power in ‘hard cores’ of stable investors in newly privatised firms. High levels of social capital within the French national business system ensured that members of the ruling elite, united by multiple ties and similar backgrounds, connived, as before, to manipulate institutions and situations in their perceived collective interest.     

The transactional ethic: The ethical foundations of free enterprise reconsidered

A review of the evolution of the ethical foundations of free enterprise reveals the essentially utilitarian ethical foundation prevailing today. To enrich those foundations the article attempts to establish the ethical validity of free transactions by relating them to the basic principle of interpersonal ethics: the Golden Rule. The validity of the transactional ethic is presented as an articulation of freedom in a valid social and economic context. Jeffrey A. Barach is Professor of Management, A. B. Freeman School of Business, Tulane University. His DBA ('67), MBA ('61), and AB ('56) are from Harvard. His interests include business ethics, business policy and marketing. He has published articles and cases in these areas and on pedagogy. His text Individual, Business, and Society was published in 1977. Recent articles concern social marketing (Business Horizons), management of family firms (Sloan Management Review), and the ethics of hardball (California Management Review).John B. Elstrott, Jr., is the Sponsored Research Coordinator at the Freeman School of Business, Tulane University. He received his Ph.D. in Economics from the University of Colorado (1975). His interests include business ethics, entrepreneurship, economic development, and environmental economics. He is working on several interdisciplinary research projects including one on economic evaluation of solid waste management alternatives. Dr. Elstrott is an active entrepreneur and serves on the board of several profit and not for profit corporations.