Critical Events in the Ethics of U.S. Corporation History

The history of corporations in the United States (U.S.) is much older than the country, as it must be understood in the context of the history of peoples of Europe who eventually dominated the North American continent in the seventeenth and eighteenth centuries. These European settlers came, in part, to achieve economic prosperity for themselves and, in many cases, for early forerunners of the modern corporation. These business organizations had predecessors in Europe millennia earlier as ancient Romans had developed a functional and successful form of corporation for the purpose of conducting commerce in the Roman Empire. In the decades that followed the founding of the U.S. in 1776, corporations evolved from rare, small, closely controlled business organizations with a multitude of restrictions to very large, very powerful modern institutions that enjoy many of the legal rights of humans. With this evolution came ethical issues, as (1) the ethical distance was altered between corporate decision-makers and those affected by those decisions, and (2) many of the legal rights of individual humans were extended, through litigation, to corporations. This article explains the historical development of the U.S. corporation and identifies 20 Critical Events in the Ethics of Corporation History (CEECH). An understanding of these historical events may facilitate comprehension of many of the current ethical issues associated with a legal organizational form that profoundly affects business and society.     

The Benefit Corporation and Corporate Social Responsibility

In the wake of the most recent financial crisis, corporations have been criticized as being self-interested and unmindful of their relationship to society. Indeed, the blame is sometimes placed on the corporate legal form, which can exacerbate the tension between duties to shareholders and interests of stakeholders. In comparison, the Benefit Corporation (BC) is a new legal business entity that is obligated to pursue public benefit in addition to the responsibility to return profits to shareholders. It is legally a for-profit, socially obligated, corporate form of business, with all the traditional corporate characteristics combined with societal responsibilities. Considering the history and perception of shareholder primacy in United States law, it is argued that this new business structure is an ethical step toward empowering socially committed commercial entities. The contribution of this research is to provide a fundamental base of knowledge about the new legal form of business, the BC, upon which further study may rely. First, the legal history of the corporation is briefly reviewed in order to provide context to the relationship of the corporate form to society, including exploration of the premise that shareholder wealth maximization is its best and only purpose. Second, the BC is described in detail, and state statutes are compared. Third, the BC is placed within the context of corporate social responsibility. Finally, opportunities for future research are discussed.     

Transfer of management knowhow to developing countries: An empirical investigation

This article examines the transfer of management knowhow to developing countries through managers who undertake a graduate program in business at an advanced country. Based upon a study of 67 Turkish managers, all of whom received a master's degree in business in the United States, the article addresses three issues: What are the differences in the local applicability of various management skills (including marketing) which were acquired in an advanced country? What company and individual manager characteristics are associated with the local application of these management skills? What principal factors impede the transfer of management knowhow to an indigeneous organization?     

Designing a global compensation system: The logic and a model

Increased emphasis on multinational trade and the growth of foreign subsidiaries of United States based corporations has heightened the need for managers in foreign countries. Development of a comprehensive global compensation system for expatriates, foreign nationals and third country foreign nationals is one of the most important issues facing international human resource management. This article presents a compensation model that examines the internal/external environments that affect the managers' expectations and ultimate satisfaction with their international compensation packages.     

Small and medium-sized transnational corporations: Salient features

This second half of a series on small and medium-sized transnational corporations (TNCs) describes their main features in terms of such variables as the markets and industries in which they operate, ownership, forms of investment, performance and competitive advantages. It also deals with strategies that small and medium-sized enterprises (SMEs) tend to take in their foreign operations.An appreciable share of small and medium-sized TNCs produces highly-specialized or niche products that give them relatively high market power in those market segments. Their principle source of advantages emanate from proprietary technology, flexible management, organization and market ability, reputation and supplier/customer relations. Small and medium-sized TNCs, unlike their larger counterparts, are more likely to enter developing countries through joint ventures and other collaborative arrangements with local firms. SMEs from some developed countries, mainly Europe, are particularly willing to enter joint ventures.Transnational Corporations Affairs Officer United Nations Conference on Trade and DevelopmentThe aurthor is grateful for advice and comments by Hafiz Mirza. This paper is based on the chapter IV of the UNCTAD Programme on Transnational Corporations,Small and Medium-sized Transnational Corporations: Role, Impact and Policy Implications, New York: United Nations publication, Sales no. E.93.II.A.15, 1993.     

The benefits of e-business adoption: an empirical study of Swedish SMEs

The global nature of business today and the advances in information and communications technologies have compelled corporations to employ emerging technologies in order to remain competitive. In recent years electronic business has been adopted by many corporations to improve operational efficiency, profitability, and to strengthen their competitive position. This study examines the impact of web-based e-business on the small and medium-size enterprises (SMEs) in Sweden. The analyses of data collected for this study provide valuable information to the executives of manufacturing and service SMEs. The findings show that the SMEs in the sample have benefited from e-business implementation in both operational and performance areas of their organization.     

E-Commerce Adoption: Perceptions of Managers/Owners of Small- and Medium-Sized Enterprises (SMEs) in Thailand

ABSTRACT

E-commerce can be an important source of competitive advantage for most business organizations, especially small- and medium-sized (SMEs) businesses. Recently, researchers have focused on e-commerce adoption both in the United States and other countries. This study examines the factors that influence e-commerce adoption in Thailand. The results show that the major reason behind e-commerce non-adoption is that the organization is not ready to make that change because of cultural, technological, financial, and/or logistical reasons. Additionally, organizational readiness strongly influences e-commerce implementation, and managerial support and financial, logistical, and technological factors weigh heavily in determining if an SME in Thailand can pursue e-commerce implementation. We believe that the e-commerce adoption model in this study will have both managerial implication for practitioners in Thailand, as well as those in other developing countries, and academic implications for researchers who are interested in e-commerce adoption in developing countries.     

发达国家催化优先领域突破的创新平台建设经验及启示

近年来,发达国家为应对经济全球化的不确定性,纷纷推出了“再工业化”战略,其本质是通过国家行动重新打造以新兴产业为牵引的高价值制造业战略,核心是通过政府、企业、大学、科研机构和社会团体合力打造国家级创新平台,推动本国优先领域先进技术迅速商业化。本文总结了美国、德国、英国、法国、日本、韩国等发达国家在推进本国先进制造业前沿技术成果转化与应用推广方面搭建的创新平台的建设经验,以期为我国建设未来创新平台提供借鉴。     

The double bottom line: Profit and social benefit

There is an important shift in business focus in the United States that is empowering companies to not only declare their intent to be ethical firms which do good while making a profit, but also to submit proof of that commitment for annual review by outside evaluators. A new business model is providing structure for non-profits that wish to grow, for for-profits that wish to be socially responsible, and for individuals who wish to invest in companies with a commitment to corporate social responsibility and sustainability. B Lab has taken the lead in providing the models necessary for this shift to a focus on the double bottom line: profit and social benefit. It has created the legal documents for state legislatures to use to pass a new corporate structure called the ‘benefit corporation.’ In the 3 years of its existence, legislatures in 19 states and the District of Columbia have ratified the new corporate structure. Likewise, B Lab offers a performance assessment program to become a Certified B Corporation, independent of legal corporate status, which also serves as an evaluation program for benefit corporations. Additionally, it has created a ratings agency and analytics platform, the Global Impact Investing Rating System (GIIRS), to help institutional investors evaluate the impact of companies’ corporate social responsibility initiatives. This article discusses the requirements and benefits of the new models and addresses the issues that have been raised about them. It also identifies companies that are incorporating the benefit corporation structure and are becoming Certified B Corporations.     

Bribery and Corruption: the OECD Convention on Combating the Bribery of Foreign Public Officials in International Business Transactions

This article discusses the effects of the OECD Convention on Combating the Bribery of Foreign Public Officials, which was signed in 1997 and is due to be implemented by the signatory nation-states this year. The Convention represents the expansion of legal measures to combat the bribery of foreign public officials by individuals or corporations, and it has been accompanied by the Organisation of American States' Convention Against Corruption. Previously the Foreign Corrupt Practices Act (FCPA), which applied only to United States individuals or corporations, 'stood alone in the world as a legal barrier to transnational bribery' (Low, Bjorklund and Atkinson 1998:245). This article proceeds in stages to evaluate implications of the Convention. Firstly the Convention is placed in the context of the increased focus on transnational business bribery in recent years. Second, the main points of the Convention are outlined. Third, the issues and problems posed by the Convention for business are discussed. Finally some themes regarding enforcement by the relevant authorities are outlined.     

Governance Inc.

The use of the nomer ‘corporate’ is hardly an issue in contemporary scholarship on corporate governance. I will argue that this nomer is important for two main reasons. First, the corporate form distinguishes itself from any other form of business representation. In this sense, it is important to know exactly how this form is different to understand how conceptions of ‘corporate governance’ relate to different forms of representation. Second, it is my contention that the use of a particular understanding of incorporation directly informs the concept of internal governance in terms of constituency, structure, ownership and the locus of corporate agency. It is in this sense that I argue that the identification of corporate constituencies and the allocation of agency and ownership is a precondition of business ethics. With this aim in mind, I explore the governance in corporations as the result of the legal understanding of incorporation and the separate legal entity. I explore two historical positions from which five legal positions on the separate legal entity can be derived. These five positions provide reference points for the attribution of ownership and agency between the separate legal entity and the aggregation of individuals that together make up the corporation. Incorporation, as the legal act that constitutes the corporation, can then be shown to adopt multiple and mutually exclusive positions. These positions are central to the debate on the respective claims to agency and ownership between the separate legal entity and the aggregation of individuals. I then end the article by arguing that all concepts of incorporation create legal and economic issues regarding the allocation of ownership and agency, which makes their understanding and the choice behind them important for theories of governance.     

中外法人持股现象比较研究

法人已成为西方股份公司的主要股东 ,我国在经济改革的过程中也出现了法人持股现象 ,法人持股成为一种普遍的经济现象。在此 ,对日本、美国和中国的法人持股现象在公司股权结构、公司控制权、股票市场的作用、法人持股与公司绩效的关系以及对经营者的激励等方面进行比较 ,并根据比较的结果对国有企业的改革提出了建议。     

Corporate citizenship in Germany and the United States – differing perceptions and practices in transatlantic comparison

Because of the declining fiscal capabilities of the German welfare state and the resulting reductions in social services provided by the government, increasing attention has been given to the voluntary social engagement of businesses, often referred to as corporate citizenship. In that context, scholars and politicians alike have pointed to the United States as a country with a strong corporate citizenship culture and advocated a transatlantic transfer of the respective practices. Against this background, it is the first aim of this paper to examine the socio‐economic environment for corporate citizenship in both countries. Second, it will be investigated if corporate citizenship is really practiced more widely in the United States than in Germany and what forms of corporate citizenship are used by businesses. For that purpose, the corporate citizenship activities of the 100 largest companies in the United States and Germany each will be analyzed. Results show that more US than German companies undertake corporate citizenship activities and apply a wider variety of different forms. The possibilities for a transatlantic transfer are limited because of the differences in the cultural and political systems of both countries.     

Corporate Fault and Consumer Protection: A New Approach for the UK

Many of the prosecutions for consumer protection offences which take place in the UK are against corporations, in particular, limited companies. As the criminal law had originally developed with human defendants in mind, many of its concepts were inappropriate where the defendant was a corporation. Corporations have, it is sometimes said, "no soul to be damned and no body to be kicked." As a result of industrialisation and the rise of the corporation in everyday life, legal principles had to be developed to deal with this new form of legal person. It began to be recognised that as well as having the ability to own property, enter contracts and the like, corporations were also capable of committing criminal offences.The purpose of this article is to examine the ways in which a corporation can be convicted of committing consumer protection offences under UK law. This is a topic which has received considerable attention in recent years, and is one which continues to undergo change. In particular, the article will consider the implications of a number of important recent decisions on corporate liability, and will consider their implications for those concerned with the enforcement of consumer law. It will be argued that the recent case law suggests that a new approach has emerged, but that the extent and implications of this approach, although potentially highly significant, are still not entirely clear.     

Business–Community Partnerships: The Case for Community Organization Capacity Building

Globalization processes have resulted in greater complexity, interdependence and limited resources. Consequently, no one sector can effectively respond to today's business or wider challenges and opportunities. Non-government organizations and corporations are increasingly engaging each other in recognition that shareholder and societal value are intrinsically linked. For both sectors, these partnerships can create an enabling environment to address social issues and can generate social capital. Located in the Australian context, this paper explores the dimensions of community organization capacity building as an aspect of business-community organization partnerships. An Australian case study is used to demonstrate the benefits to business, community organizations and ultimately the communities in which the corporation is embedded and which are serviced by the community organization.     

The Influence of Corporate Psychopaths on Corporate Social Responsibility and Organizational Commitment to Employees

This study investigated whether employee perceptions of corporate social responsibility (CSR) were associated with the presence of Corporate Psychopaths in corporations. The article states that, as psychopaths are 1% of the population, it is logical to assume that every large corporation has psychopaths working within it. To differentiate these people from the common perception of psychopaths as being criminals, they have been called “Corporate Psychopaths” in this research. The article presents quantitative empirical research into the influence of Corporate Psychopaths on four perceptual measures of CSR and three further measures of organizational commitment to employees. The article explains who Corporate Psychopaths are and delineates the measures of CSR and organizational commitment to employees that were used. It then outlines the research conducted among 346 corporate employees in Australia in 2008. The reliability of the instrument used is commented on favorably in terms of its statistical reliability and its face and external validity. Results of the research are described showing the highly significant and negative influence of Corporate Psychopaths on all of the measures of CSR and of organizational commitment to employees used in the research. When Corporate Psychopaths are present in leadership positions within organizations, employees are less likely to agree with views that: the organization does business in a socially desirable manner; does business in an environmentally friendly manner and that the organization does business in a way that benefits the local community. Also, when Corporate Psychopaths are present in leadership positions within organizations, employees are significantly less likely to agree that the corporation does business in a way that shows commitment to employees, significantly less likely to feel that they receive due recognition for doing a good job, to feel that their work was appreciated and to feel that their efforts were properly rewarded. The article argues that academics and researchers in the area of CSR cannot ignore the influence of individual managers. This is particularly the case when those managers have dysfunctional personalities, or are actually psychopaths. The article further argues that the existence of Corporate Psychopaths should be of interest to those involved in corporate management and corporate governance because their presence influences the way corporations are run and how corporations affect society and the environment.     

Business group affiliation and SMEs’ international sales intensity and diversification: A multi-country study

This study examines the impact of business group (BG) affiliation on international sales intensity and diversification in small and medium-sized enterprises (SMEs) by using a multi-country sample of over 13,000 SMEs from 34 European countries. Drawing on the revised Uppsala internationalization model and network theory, this paper suggests that the effects of BG affiliation on international sales intensity and diversification depend on the geographical dispersion of the BG network ties, the size and the age of the firm, and the institutional support in the home country. Thus, we find that interfirm networks in the form of BGs are a double-edged sword that can have both favorable and unfavorable consequences for international sales, depending on the geographical dispersion of the BG’s ties. In addition, the results reveal that BG affiliation is more beneficial for smaller SMEs and SMEs in countries with lower institutional support that are more dependent on the network resources embedded within BG networks.     

Local enablers of business models: The experience of Brazilian multinationals acquiring in North America

Despite the rapid growth of South–North investments, the literature is still incipient to look into the broad range of issues associated with them. This article focuses on reverse takeovers and discusses the reasons why emerging-country firms, Brazilian multinationals in particular, are able to profitably acquire firms in developed countries, chiefly in the United States. The research addresses two specific subjects in international business literature: country-choice and entry-mode. The analytical approach assumes that reverse takeovers are part of the dynamic reconfiguration of global production systems which, in turn, are influenced by shifting conditions in countries' business environments. Changes in business environments impact local firms' business models and their positioning in global production networks and international markets as well. Reverse takeovers are facilitated when both the simultaneous evolution of the developed country multinational and the emerging country multinational business models establish a common ground for the transaction. Through the analysis of Brazilian multinationals' acquisitions in North America, relevant insights pertaining to the realms of firm-specific advantages, country-choice and entry mode in reverse takeovers are unveiled.     

Assessing the Accountability of the Benefit Corporation: Will This New Gray Sector Organization Enhance Corporate Social Responsibility?

In recent years the benefit corporation has emerged as a new organizational form dedicated to legitimizing the pursuit of corporate social responsibility (CSR). Eschewing traditional governmental authority, the benefit corporation derives its moral legitimacy from the values of its owners and the oversight of a third party evaluator. This research identifies the benefit corporation as a new type of gray sector organization (GSO) and applies extant theory on GSOs to analyze its design. In particular, it shows how the theory of GSO accountability can be used to assess the potential of benefit corporations for enhancing CSR. This research first examines the statutes that have established benefit corporations in five states in the US, along with bills in other states, to show how legislation defines their specific public benefits and holds them accountable for delivering these benefits. It then compares the accountability of the benefit corporation with that of other corporate-centric GSOs, e.g., GSOs that closely resemble traditional corporations. It concludes with significant design-based concerns about the utility of the benefit corporation as an effective organization for implementing CSR.     

Business Cultural Intelligence Quotient: A Five‐Country Study

Cultural intelligence (CI) has often been linked to performance at the individual, team, and firm levels as a key factor in international business success. Using a new measure of CI, the business cultural intelligence quotient (BCIQ), our study provides empirical evidence on several key antecedents of CI using data on business professionals across five diverse countries (Austria, Colombia, Greece, Spain, and the United States). The findings suggest that the most important factors leading to cultural intelligence, in order of importance, are the number of countries that business practitioners have lived in for more than six months, their level of education, and the number of languages spoken. We find that cultural intelligence varies across countries, suggesting that some countries have a higher propensity for cross‐cultural business interactions. By teasing out the common antecedents of BCIQ among professionals, our findings may help with screening and training professionals for international assignments. Future research may examine the environmental (country‐specific) factors associated with a higher propensity for cultural intelligence (such as immigration, cultural diversity, languages spoken, and international trade) to explain the effect of country of origin on cultural intelligence in the professional community. © 2016 Wiley Periodicals, Inc.