Hostile takeovers and methods of defense: A stakeholder analysis

During the last decade, there has been a wave of mergers and hostile takeovers throughout the corporate world. This wave has been accompanied by various defensive strategies of managers to defend target firms from these takeovers. These include: greenmail, golden parachutes, and leveraged management buyouts. This paper examines hostile takeovers and defenses against them from a stakeholder point of view; that is, from a consideration of the various obligations a firm has to the different groups that have a stake in the firm. I conclude that many stakeholders, such as workers and communities, have unjustly suffered as a result of hostile takeovers and the associated defenses, and that their rights as stakeholders have been violated. Finally, I suggest some possible reforms to protect these stakeholders in the future.Ken Hanly is an Associate Professor of Philosophy, at Brandon University. His interests are in business ethics and social philosophy. Recent publications include The Ethics of Rent Control in JBE 10(3) (1991), and a review ofBusiness Ethics, by R. De George, inCanadian Philosophical Reviews, Vol xi(3) (June, 1991). An article on The Moral Responsibility of Corporations is upcoming in Dialogue.     

Ethics in business education: Working toward a meaningful reciprocity

This paper outlines and argues against some criticisms of business ethics education. It maintains that these criticisms have been put forward due to a misunderstanding of the nature of business and/or ethics. Business ethics seeks a meaningful reciprocity among economic, social and moral concerns. This demands that business organizations autonomously develop ethical goals from within, which in turn demands a reciprocity between ethical theory and practical experience. Working toward such a reciprocity, the ultimate goal of business ethics education is a moral business point of view through which one can live with integrity and fulfillment.To everyone who proposes to have a good career, moral philosophy is indispensible. Cicero, De Officiis, 44BC W. Michael Hoffman is Chair and Professor in the Department of Philosophy and Director at the Center for Business Ethics, Bentley College, Waltham, MA. He has received the following Grants: Council for Philosophical Studies, NEH Fellow, NDEA Fellow, Matchette. His most important publications are: Kant's Theory of Freedom: A Metaphysical Inquiry (UPA, 1979); Proceedings of the National Conferences on Business Ethics, 5 volumes (1977–1984); Business Ethics (McGraw-Hill, 1984) and articles in Journal of Business Ethics, Idealistic Studies, International Journal for Philosophy of Religion, Journal of Thought, The Journal for Critical Analysis, and The Southern Journal of Philosophy.Paper presented at the 16th Conference on Value Inquiry, entitled: Ethics and the Market Place: An Exercise in Bridge-Building or On the Slopes of the Interface.     

Christ and business: A typology for Christian business ethics

H. Richard Niebuhr's typology of the relation between Christ and culture can function as a heuristic device to identify different approaches to Christian business ethics. Five types are outlined: Christ Against Business, The Christ of Business, Christ Above Business, Christ and Business in Paradox, and Christ the Transformer of Business. This typology may facilitate discussion on the relative adequacy of various theological assumptions about ethical change in business. Louke Siker received her Ph.D. in Religion and Society from Princeton Theological Seminary in 1987 (dissertation: Interpreting Corporate Cultures: Philosophical and Theological Reasons for Doing Business Ethics in a Hermeneutical Mode). She has taught Christian ethics and business ethics at Wake Forest University and Loyola Marymount University. Her research interests include methodology in business ethics. She is the author of An Unlikely Dialogue: Barth and Business Ethicists on Human Work, Annual of the Society of Christian Ethics, 1989.     

Bribery,consent and prima facie duty: A rejoinder to Carson

Responding to my paper Bribery Tom Carson argues that bribe takers violate promisory obligations in a wider range of cases than I acknowledge and insists that bribe taking is prima facie wrong in all contexts. I argue that he is wrong on both counts. Michael Philips is a Professor of Philosophy at Portland State University. Recent papers by him have appeared in the Canadian Journal of Philosophy, Ethics, Philosophical Studies, Nous, Law and Philosophy, The Journal of Business Ethics, and several other journals. He is currently at work an a book in moral theory.     

The individual investor in securities markets: An ethical analysis

In this paper we consider whether one type of individual investor, which we call at risk investors, should be denied access to securities markets to prevent them from suffering serious financial harm. We consider one kind of paternalistic justification for prohibiting at risk investors from participating in securities markets, and argue that it is not successful. We then argue that restricting access to markets is justified in some circumstances to protect the rights of at risk investors. We conclude with some suggestions about how this might be done.Robert E. Frederick is Assistant Professor of Philosophy at Bentley College and Assistant Director of the Center for Business Ethics. Before coming to Bentley College he worked at a large financial institution for nine years, where he was Vice President for Administrative Services. Dr. Frederick has authored or co-authored over fifteen articles and has co-edited four books. He has consulted on business ethics for several major corporations. W. Michael Hoffman is the founding Director of the Center for Business Ethics, and Professor and Chair of the Department of Philosophy at Bentley College, Waltham, MA. He was President of the Society for Business Ethics in 1989. He has authored or edited ten books, including Business Ethics: Readings and Cases in Corporate Morality (McGraw-Hill, 1984; 1990) and published over thirty articles. He has consulted on business ethics for many major corporations and institutions of higher learning, and he serves on the board of several journals.     

Ethics and management: A controversial issue

This paper is a part of a broader research project which aims to examine how ethical paradigms are related to theories of organization and management. Using an analysis of various studies on the issue of Business Ethics as its point of departure the paper points out that there are two converging lines of thought. The first emphasizes that management should be reexamined in the light of the cultural changes taking place and maintains that management is a key factor in this change. The second proposes that ethics in general (and Business Ethics in particular) should be understood to mean more than simply applying certain values and stresses that this definition of ethics should be rethought in order to foster a closer relationship between ethics and the decision-making processes.Josep M. Lozano teaches Social Philosophy and Business Ethics at ESADE (Barcelona). He hasLicenciatura degrees in Philosophy and Theology and is currently working on his doctorate, researching the correlation between concepts of ethics and management. He is a regular contributor to a number of Spanish journals, writing on cultural analysis, ethics and theology. He is the author of three books which are systematic studies of these subjects.     

The Ethical Backlash of Corporate Branding

Past decades have witnessed the growing success of branding as a corporate activity as well as a rise in anti-brand activism. While appearing to be contradictory, both trends have emerged from common sources – the transition from industrial to post-industrial society, and the advent of globalization – the examination of which might lead to a socially grounded understanding of why brand success in the future is likely to demand more than superior product performance, placing increasing demand on corporations with regard to a broader envelop of socially responsible behavior. Directions for strategic and managerial options are suggested. Guido Palazzo is Assistant Professor for Business Ethics at the University of Lausanne. He graduated in Business Administration at the University of Bamberg and earned his Ph.D. in Political Philosophy from the University of Marburg. His research interests are in Corporate Social Responsibility, Corporate Branding, Democratic Theory, and Organizational Ethics. Kunal Basu is a University Reader in Marketing at Said Business School, University of Oxford. He earned his Ph.D. in Marketing from the University of Florida. His research interests are in Corporate Social Responsibility Strategy and Brand Management.     

Polestar refined: Business ethics and political economy

Although Friedman's The Social Responsibility of Business is to Increase Profits is widely read, the central argument is rarely identified. Stone's discussion of Friedman in Where the Law Ends, is often used as a companion piece. Stone claims that the most important argument in Friedman is the Polestar argument but never succeeds in explaining what it is. This paper shows that Friedman's position must be read in the context of his theory of political economy, and that at least four distinct utilitarian arguments are required to account for his views. Specifically, Friedman relies upon what I describe as Realistic Rule Utilitarianism in which utility is understood in terms of actual preferences. The weaknesses of this theory are then explained. John R. Danley is Associate Professor in the Department of Philosophical Studies at Southern Illinois University at Edwardsville. Danley has published pieces on Rawls and Nozick in Mind and Philosophical Studies and in applied ethics in The Journal of Business Ethics and The Journal of Business and Professional Ethics.     

Ethics and the organizational person: Revisiting DeGeorge

In this paper I review the dispute over DeGeorge's analysis of the issue of the ethical responsibilities of engineers in large organizations. I argue that this issue is no different than the question of the ethical responsibilities of any other relevantly situated employee because engineers have no special duty to hold paramount the safety of the public distinct from that of others. I demonstrate how critics like Mankin, James, and Curd and May have misread and misinterpreted DeGeorge's position and his argument. I then identify a serious logical problem in DeGeorge, unnoticed by critics, but conclude by defending the spirit of DeGeorge's approach. That spirit recognizes the limitations of attempting to provide necessary and sufficient conditions in response to many questions in applied philosophy. John R. Danley is Associate Professor in the Department of Philosophical Studies at Southern Illinois University at Edwardsville. His Liberalism, Aboriginal Rights and Cultural Minorities, has recently appeared in Philosophy & Public Affairs (1991). Polestar Refined: Business Ethics and Political Economy has recently appeared in Journal of Business Ethics (1991). Other articles have appeared in the following journals: Mind, Philosophical Studies, The Southwestern Journal of Philosophy, Business and Professional Ethics, Journal of Negro Education, and Journal of Business Ethics. Articles have also appeared in Action Theory and The Ethics of Organizational Transformation, and elsewhere.     

Fair markets

The paper challenges a minimalist strategy in business ethics that maintains if it's legal, it's moral. In hard cases, judges decide legal issues by appealing to moral ideals. Investigation shows that the bedrock concept is fairness. Often judges define fairness in terms of non-coerciveness or equality of bargaining power. The prudent manager must look beyond the legal department to the ethical notion of fairness. Moreover, if the courts were to consistently appeal to non-coerciveness and equality of bargaining power, some practices now considered morally acceptable would be neither moral nor legal. Norman E. Bowie is Professor of Philosophy and Director of the Center for the Study of Values at the University of Delaware. He is the author of numerous articles on business ethics and social and political philosophy and of Business Ethics, Making Ethical Decisions (ed.), The Tradition of Philosophy (co-ed.), and Ethical Theory and Business (co-ed.).     

A defense of employee rights

Recent trends in business ethics along with growing attacks upon unions, suggest that employee rights will be a major social concern for business managers during the next decade. However, in most of the discussions of employee rights to date, the very meaning and legitimacy of such rights are often uncritically taken for granted. In this paper, we develop an account of employee rights and defend this conception against what we take to be the strongest in-principle objections to it. Joseph R. Des Jardins is Assistant Professor at the Department of Philosophy of Villanova University. He is co-editor, with John McCall, ofContemporary Issues in Business Ethics (1984) and An Introduction to Ethics (forthcoming, both published by Wadsworth. John J. McCall is Assistant Professor at the Department of Philosophy of St. Joseph's University and formerly at Iowa State University.     

A paradigm for design,promulgation and enforcement of ethical codes

The paper explores the promise of ethical codes as a means to control unethical behavior in business. After a review of arguments for ethical codes from outside the business system, the paper outlines the arguments for codes from inside the business system at the level of the industry, firm and individual executive.The paper then discusses the problems of code design — the dilemma between specific practices and general precepts — and offers a model for a thoroughgoing code. This is followed by a discussion of the problems of promulgation and code enforcement.In conclusion, the paper summarizes the limitations of ethical codes and the arguments which have been made against them. Earl A. Molander is Associate Professor of Management at Portland State University. He is the author of Responsive Capitalism,and co-author of Is the Ethics of Business Changing, which appeared in Harvard Business Review.     

Meeting needs and business obligations: An argument for the libertarian skeptic

In this paper I argue that if we are to have any defensible property rights at all, we must recognize a fundamental commitment to helping those in need. The argument has significant implications for all who claim defensible property rights. In this paper I concentrate on some of the implications this argument has for redefining business obligations. In particular, I show why those who typically would be quite resistant to the idea that businesses have any obligations to assist others in need must acknowledge this fundamental obligation. I also suggest how this argument contributes to our understanding of the normative basis of Stakeholder Theory. Gillian Brock is a Lecturer at the University of Auckland, New Zealand where she teaches courses in Business Ethics (amongst other courses). She completed her Ph.D. in Philosophy. Her dissertation, On the Moral Importance of Needs, explores the role human needs can play in moral and political theory. Some of her other articles have appeared (or are forthcoming) in journals such as Ethics, Analysis and Dialogue: Canadian Philosophical Review.     

Technological risk and small probabilities

Many scientists, businessmen, and government regulators believe that the criteria for acceptable societal risk are too stringent. Those who subscribe to this belief often accept the view which I call the probability-threshold position. Proponents of this stance maintain that society ought to ignore very small risks, i.e., those causing an average annual probability of fatality of less than 10^–6.After examining the three major views in the risk-evaluation debate, viz., the probability-threshold position, the zero-risk position, and the weighted-risk position, I focus on the arguments for the first of these views, since it is the position which currently undergirds most public policy (especially in the U.S.) regarding acceptable risk. After analyzing Arrow's argument from decision theory, Comar's and Gibson's argument from ontology, and Starr's and Whipple's argument from epistemology, I conclude that these defenses of the probability-threshold position err in a variety of ways. Most commonly, they fail because they tacitly accept the assumption that magnitude of probability, alone, provides a sufficient condition for judging the acceptability of a given risk. In the light of these errors, I suggest that it might be more desirable for risk assessors, decision theorists, and policymakers to weight various risk-cost-benefit parameters according to alternative ethical criteria, rather than to evaluate risks solely in terms of mathematical considerations. Kristin Shrader-Frechette is Professor of Philosophy at the University of Florida. Previously she was Professor at the University of California, Santa Barbara. She has held an NSF Scholar's Award in History and Philosophy of Science, a Woodrow Wilson Fellowship and an NSF Fellowship. She is the author of four books: Nuclear Power & Public Policy; Environmental Ethics; Science Policy, Ethics and Economic Methodology and Risk Analysis & Scientific Method. She also has published about 50 articles on philosophy of physics, philosophy of economics, and technology assessment and public policy.     

Moral fictions and scientific management

This paper examines Alasdair MacIntyre's argument in After Virtue that corporate managers do not have the rational expertise in social control which they have used to justify their position in modern society. In particular, it is claimed that managerial science by taking an emotivist view, putting ends and values beyond the reach of sound rational judgment, has made human relationships matters of manipulation and undermined its own moral legitimacy. The question is advanced as to whether managers must operate from emotivist premises or whether they can truly understand and thus truly manage human affairs by rational reflection about human purpose, value, and intention. Paul C. Santilli is Assistant Professor of Philosophy at Siena College, Loudonville, N.Y. His previous publication is: The Informative and Persuasive Functions of Advertising: A Moral Appraisal, Journal of Business Ethics 2 (1983), 27–33.Paper presented at the 16th Conference on Value Inquiry, entitled: Ethics and the Market Place: An Exercise in Bridge-Building or On the Slopes of the Interface.     

The customer is not always right

Consumers can sustain markets that are morally questionable. They can make immoral or morally suspect demands of individual businesses, especially small businesses. Even when they do not, the costs to firms of consumer protection can sometimes drive them to ruin. This paper presents cases where deference to the consumer is variously unwarranted, cases that may prompt second thoughts about some kinds of consumerism.Tom Sorell is Reader in Philosophy at the University of Essex. He was educated at McGill University and Oxford. He is on the editorial board ofBusiness Ethics: A European Review, and is the author (with John Hendry) ofBusiness Ethics (Butterworth-Heinemann, 1994).     

Are deontology and teleology mutually exclusive?

Current discussions of business ethics usually only consider deontological and utilitarian approaches. What is missing is a discussion of traditional teleology, often referred to as virtue ethics. While deontology and teleology are useful, they both suffer insufficiencies. Traditional teleology, while deontological in many respects, does not object to utilitarian style calculations as long as they are contained within a moral framework that is not utilitarian in its origin. It contains the best of both approaches and can be used to focus on the individual's role within an organization. More work is needed in exposing students and faculty to traditional teleology and its place in business ethic's discussions.Dr. James E. Macdonald received a Master of Business Administration, a Ph.D in Philosophy, and a J.D. He is a founding member of the Business Ethics section of the Academy of Legal Studies in Business and past-president of the Rocky Mountain Academy of Legal Studies in Business.Professor Caryn L. Beck-Dudley received a Juris Doctorate. She is a member of the Business Ethics sections of the Academy of Legal Studies in Business and the Society of Business Ethics. She has published several articles and in 1993 she received the Holmes-Cardozo award from the Academy of Legal Studies in Business for outstanding paper submitted and presented at the national meeting. She is currently secretary-treasure of the Academy of Legal Studies in Business.     

Pay equity: Equal value to whom?

This paper is an exploration of the concept equal value as it applies to pay equity. Following a brief discussion of several standard objections to pay equity legislation, the paper considers a number of different criteria which are employed in determining equal value or worth. Two in particular are isolated for extended discussion: the desert and the contribution criteria. The paper concludes with a major concern about the phrase equal value to the employer. This concern becomes pressing once the desert and contribution criteria are distinguished. Wil Waluchow is an Assistant Professor of Philosophy at McMaster University. He has published several articles in legal philosophy and ethics and is the co-author of Well and Good: Case Studies in Biomedical Ethics (with J. E. Thomas, 1987) and the co-editor of Business Ethics in Canada (with D. Poff, 1987).     

An Investigation of Ethics Officer Independence

In this paper, we examine whether ethics officers are able to perform their assigned duties independently of organizational management. Specifically, we investigate whether inherent conflicts of interest with company management potentially hinder the ability of ethics officers to serve as an effective monitor and deterrent of unethical activity throughout the organization. As part of our analysis, we conducted 10 detailed phone interviews with current and retired ethics officers in order to determine whether practicing ethics officers feel the need for additional independence protection from management. We propose that the current system in which ethics officers report to management must be changed in order for ethics officers to effectively perform their jobs. Specifically, we maintain that ethics officers should (1) be hired by, (2) be fired by, and (3) report directly to the corporate board of directors rather than company management. Such a change in the reporting environment would greatly enhance the independence of ethics officers. W. Michael Hoffman, Ph.D., is the founding Executive Director of the Center for Business Ethics at Bentley College. He received his Ph.D. in Philosophy at the University of Massachusetts/Amherst, has authored or edited 16 books, and has published over 70 articles. In addition, Dr. Hoffman was the first Executive Director of the Ethics Officer Association and currently is the advisor to its board of directors. John D. Neill, Ph.D., CPA, is a professor of accounting at Abilene Christian University and has previously published articles in numerous journals including the Journal of Business Ethics, Journal of Accounting Literature, Accounting Horizons, Journal of Applied Business Research, the Financial Analysts Journal, and the Journal of Accounting, Ethics, and Public Policy. O. Scott Stovall, Ph.D., is an assistant professor of accounting at Abilene Christian University and has published articles in the Journal of Business Ethics, Journal of Applied Business Research, Management Accounting Quarterly, and The Journal of Accounting Case Research.     

An empirical examination of three machiavellian concepts: Advertisers vs. the general public

This paper examines the perceived ethics of advertisers and the general public relative to three ethical concepts. Based on the survey findings, it can be concluded that with regard to the ethically-laden concepts of manipulation, exploitation, and deviousness, advertisers are perceptually as ethical as the general public. The research also clarifies some of the differences between ethics and Machiavellianism.John P. Fraedrich is an Assistant Professor of Marketing at Southern Illinois University at Carbondale. Dr. Fraedrich's teaching and research interests are primarily in the areas of business ethics, international channels, strategy, and theory. His recently completed dissertation was entitled Philosophy Type Interaction in the Ethical Decision Making Process of Retailers. O. C. Ferrell is the Distinguished Professor of Marketing and Business Ethics in the Fogelman College of Business and Economics at Memphis State University. Dr. Ferrell is the author of articles in the Journal of Marketing, Journal of Marketing Research, Journal of Business Research, Journal of the Academy of Marketing Science, Journal of Advertising, Journal of Risk and Insurance, Journal of Consumer Affairs, Journal of Health Care Marketing, as well as others. He is co-author of Marketing: Concepts and Strategies, 6th ed., Marketing Strategy and Plans, 3rd ed., and Business. William M. Pride is a Professor of Marketing at Texas A&M University. Dr. Pride's teaching and research interests are primarily in the areas of consumer behavior, promotion, and advertising. He has written several books and has published numerous articles in a variety of journals including the Journal of Marketing, Journal of Marketing Research, Journal of Retailing, and the Journal of Advertising.