Corporate Responses to Shareholder Activists: Considering the Dialogue Alternative

This empirical study examines corporate responses to activist shareholder groups filing social-policy shareholder resolutions. Using resource dependency theory as our conceptual framing, we identify some of the drivers of corporate responses to shareholder activists. This study departs from previous studies by including a fourth possible corporate response, engaging in dialogue. Dialogue, an alternative to shareholder resolutions filed by activists, is a process in which corporations and activist shareholder groups mutually agree to engage in ongoing negotiations to deal with social issues. Based on a unique dataset of resolutions filed by member organizations of the Interfaith Center on Corporate Responsibility from 2002 to 2005 and the outcomes of these resolutions, our analysis finds that corporate managers are more likely to engage in dialogue with shareholder activists when the firm is larger, is more responsive to stakeholders, the CEO is the board chair, and the firm has a relatively lower percentage of institutional investors.     

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。     

The Sarbanes-Oxley Act Will Change the Governance of Non Profit Organizations

As a public director of a NASDAQ stock exchange listed public corporation, I have seen how quickly the reforms in corporate governance imposed by the Sarbanes-Oxley Act have changed procedures and policies in public corporations. In areas such as transparency of financial records and other financial matters including compensation of top executives and conflict of interest policies affecting both corporate boards of directors and employees of the corporation the reforms of this new federal law have quickly changed corporate practices in many corporations. Many persons who have studied this new law believe that these changes will benefit the public, shareholders, employees, and other stakeholders in the modern corporation by increasing the reputation of these organizations for integrity and transparency. Stock exchanges such as NASDAQ and the New York Stock Exchange now require all listed companies to have (after a transition time) a majority of independent directors on their boards of directors. Only independent directors may serve on the audit, nominating and compensation committees of boards in most cases. Some exceptions are made to these rules for foreign and domestic issues of companies where a majority of the voting power is held by one person. According to Morrison & Foster LLP, Corporate Board Advisory March , 2004, NASDAQ requires that the board of directors of a listed company determine that an independent director does not have a relationship that would “interfere with the exercise of independent judgment” in carrying out the responsibilities of a director. Donald Grunewald served as President of Mercy College from 1972 to 1984. He has served as a member of the board of trustees of several colleges and proprietary educational institutions and on the boards of other charitable institutions. Currently he is a member of the Board of Directors of EVCI Career Colleges, Inc., a NASDAQ listed corporation.     

Who Should Control a Corporation? Toward a Contingency Stakeholder Model for Allocating Ownership Rights

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.     

Framing the Corporation: Royal Dutch/Shell and Human Rights Woes in Nigeria

Transnational corporations are often implicated in conflicts over environmental problems and human rights in developing countries. As a result they become targets of both local and transnational campaigns. Given the lack of resources and influence of local activists, campaigning groups often turn to consumer audiences abroad to pressurize a certain company or brand. That requires agenda-setting and “framing” of the issues concerned in order to gain consumers’ attention. Local activists and campaigning groups use the public sphere to call attention to allegedly dubious corporate policies and practices that lie behind the consumer goods offered for sale in the Western world. Based on an analysis of the public discourse about the operations of the oil multinational Royal Dutch/Shell in Nigeria in the year 1995, this paper suggests that once the corporation is framed as a moral actor, it gets difficult for the corporation to deny its responsibility for human rights—even though the actual influence of the corporation may be limited.

Paradoxes from the Individualization of Human Resource Management: The Case of Telework

In the context of change to the “new modernity” described in Beck’s work, companies develop management modes and methods that focus more and more on individuals. Constitutive of the individualization process, human resources practices have become ambivalent as the process itself. This contribution examines how a managerial and organizational innovation as telework contributes to the process of individualization, and the paradoxes it addresses to management. At the interface of the social and the technical, teleworking appears as a flexible arrangement, meeting employees’ and employer’s demands – which is a characteristic of the process of individualization – by simultaneously fragmenting collectivity, exposing individuals to social risk, and producing exclusion. The authors focus on two consecutive paradoxes of such individualized managerial practices: the individual–collective dilemma and the autonomy–control paradox. Finally, the paper reveals HRM as a new institution of individualization in a world where regulation functions are more and more transferred to individuals themselves.     

Corporate Responsibility in Scandinavian Supply Chains

This article examines corporate responsibility in the supply chains of four of the largest Scandinavian multinational corporations – IKEA, Nokia, Novo Nordisk, and StatoilHydro – and offers two key findings. First, these Scandinavian companies have all implemented responsible supply chain practices where suppliers in developing nations, and the communities of these suppliers, are engaged as key stakeholders and treated as partners. Second, these supply chain practices all share the common bond of having honesty and the establishment of trust-based relationships at their foundation. As a result, these Scandinavian companies have developed a “cooperative advantage” in their ability to form successful, long-term partnerships in their respective supply chains.     

Mad as Hell or Scared Stiff? The Effects of Value Conflict and Emotions on Potential Whistle-Blowers

Existing whistle-blowing models rely on “cold” economic calculations and cost-benefit analyses to explain the judgments and actions of potential whistle-blowers. I argue that “hot” cognitions – value conflict and emotions – should be added to these models. I propose a model of the whistle-blowing decision process that highlights the reciprocal influence of “hot” and “cold” cognitions and advocate research that explores how value conflict and emotions inform reporting decisions. I draw on the cognitive appraisal approach to emotions and on the social-functional value pluralism model to generate propositions.     

United Nations-Business Partnerships: Good Intentions and Contradictory Agendas

In recent years, the United Nations has taken a lead in advocating public–private partnerships (PPPs), and various UN entities actively seek partnerships and alliances with transnational corporations and other companies. Although there has been a rapid growth of PPPs, relatively little is known about their contribution to basic UN goals associated with inclusive, equitable and sustainable development. In response to this situation, there are increasing calls for impact assessments. This article argues that such assessments need to recognize the range of ideational, institutional, economic and political factors and forces underpinning the turn to PPPs, and the very different logics and agendas involved, some of which seem quite contradictory from the perspective of equitable development and democratic governance. The article examines these different forces and logics, focusing on (a) the institutional turn towards “good governance”, (b) economic contexts that relate to the very mixed “fortunes” of UN agencies and corporations, (c) structural determinants associated with “corporate globalisation” and (d) political drivers that relate to the struggle for hegemony and legitimisation. The article ends by reflecting critically on the tendency within mainstream development institutions and some strands of academic literature to highlight logics associated with good governance and pragmatism, and to disregard those associated with the strengthening of corporate interests and the neoliberal policy regime. It is argued that knowledge networks associated with the UN need to go beyond “best practice learning” and embrace “critical thinking”, which has waned within UN circles since the 1980s.     

Integrative Social Contract Theory and Urban Prosperity Initiatives

Urban communities in 21st century America are facing severe economic challenges, ones that suggest a mandate to contemplate serious changes in the way America does business. The middle class is diminishing in many parts of the country, with consequences for the economy as a whole. When faced with the loss of its economic base, any business community must make some difficult decisions about its proper role and responsibilities. Decisions to support the community must be balanced alongside and against responsibilities to owners, shareholders and relevant “stakeholders” in a relatively new context. Corporations in urban communities “hollowed out” by white flight or urban sprawl must decide what level of support they can and should provide. This paper examines corporate decisions within the emerging urban prosperity initiatives, using the framework of integrative social contract theory proposed by Donaldson and Dunfee. We suggest that urban prosperity initiatives present a mandate on corporations sufficiently strong as to qualify as an authentic norm. Further, we argue that strict adherence to a corporate bottom line approach or “corporate isolationism” is not congruent with contemporary community standards. Anita Cava is an Associate Professor of Business Law at the University of Miami’s School of Business Administration and serves as Co-Director of the University of Miami’s Ethics Programs, a university-wide entity that promotes research, teaching and service across the disciplines in areas of ethical interest and concern, and Director of Business Ethics Programs in the SBA. Professor Cava received her B.A. with Distinction from Swarthmore College and her J.D. from New York University School of Law, where she was a Hays Fellow. She joined the faculty after several years in private practice in Washington, D.C. and Miami. Her experience ranged from national employment cases to commercial and consumer litigation. Professor Cava’s teaching specialties are the legal environment of business and business ethics; here research interests concern legal and ethical aspects of healthcare administration, business ethics and employment issues. She has published in law reviews and business journals on such topics as “Advance Directives: Taking Control of End of Life Decisions,” “Law, Ethics and Management: Toward an Effective Audit” and “The Collision of Rights and s Search for Limits: Free Speech in the Academy and Freedom from Sexual Harassment of Campus”. Recipient of several School of Business Administration Excellence in Teaching Awards, Anita Cava was honored in 1996 by a University-wide Excellence in Teaching Award. She regularly teaches in UM’s well-known Executive MBA Program and has received Teaching Awards from these adult students as well. A frequent speaker on the topic of Business Ethics and Corporate Compliance, Professor Cava’s audiences have included community groups, management trainees, top executives of several corporations, the Greater Miami Chamber of Commerce Goals Conference and Leadership Florida, among others. Don Mayer teaches ethics, legal environment of business, and environmental law at Oakland University in Rochester, Michigan. He is a full professor in the Department of Management and Marketing at the School of Business. He attended Duke University Law School (J.D., 1973) and Georgetown University Law Center (Master of International and Comparative Law, 1985) and practiced law in North Carolina from 1975–1990 after serving in the United States Air Force from 1973–75. He has taught as a visiting professor at the University of Michigan, California Polytechnic State University, and the University of Iowa. He has been at Oakland University since 1990 and served as Associate Dean in 2000 and 2001. Professor Mayer has published in related areas of international law, environmental law, and corporate ethics. Recent publication include “Fort’s ‘Business as Mediating Institution’-A Holistic View of Corporate Governance and Ethics,” in 41 American Business Law Journal (Summer 2004), “Yes! We Have No Bananas: Forum Non Conveniens and Corporate Evasion,” Academy of Legal Studies International Business Law Review, vol. 4, at 130 (2004), and “Corporate Governance in the Cause of Peace: An Environmental Perspective,” Vanderbilt Transnational Law Journal, Vol. 35, No. 2 (March 2002). An article on corporate free speech and the Nike v. Kasky case is forthcoming in the Business Ethics Quarterly.     

The Role of Ordinary Evaluations in the Market for Popular Culture: Do Consumers Have “Good Taste”?

If we define “good taste” as that prescribed by professional experts in a particular cultural field and ask whether ordinary consumers (non-experts or members of the mass audience) have “good taste,” the evidence from previous studies suggests that the relationship between expert judgments and popular appeal to ordinary consumers is significantly but only weakly positive and is therefore consistent with a phenomenon of “little taste.” Possible explanations stem from the consideration of a variable that might mediate and thereby weaken the relationship between expert judgments and popular appeal—namely, ordinary evaluations, in which non-expert consumers assess the excellence (rather than the enjoyability) of a cultural offering. An earlier experimental study of musical performances showed that ordinary evaluations did intervene between expert judgments and popular appeal to college students so that, in this sense, ordinary consumers did display aspects of “good taste”. New data on over 200 motion pictures corroborate this finding in another cultural context, with actual audience members, and through the use of real-world as opposed to experimental observations.     

“Just” Markets from the Perspective of Catholic Social Teaching

The “justice of markets” is intricately connected to the treatment of the poor and the disadvantaged in market economies. The increased interest of multinational corporations in low-income market segments affords, on one hand, the opportunity for a more inclusive capitalism, and on the other, the threat of greater exploitation of poor and disadvantaged consumers. This article traces the contributions of Catholic Social Teaching and its basic principles toward providing insight into what constitutes “justice” in such “marketing to the impoverished” situations.     

股利政策的股东财富效应:来自中国股市的经验证据

Based on the special separated equity management structure of the listed companies in China and using a sample of the listed companies with distributed dividend in 2003 and 2004, this paper tests the shareholder wealth effects of dividend policy in Chinese separated equity market. Results show that shareholders of non-circulating stock get a high return rate by cash dividends, and circulating shareholders obtain a high short-term return rate by stock dividends. Translated from Nankai Guanli Pinglun 南开管理评论 (Nankai Business Review), 2006, 9(2): 4–10     

Corporations and NGOs: When Accountability Leads to Co-optation

Interactions between corporations and nonprofits are on the rise, frequently driven by a corporate interest in establishing credentials for corporate social responsibility (CSR). In this article, we show how increasing demands for accountability directed at both businesses and NGOs can have the unintended effect of compromising the autonomy of nonprofits and fostering their co-optation. Greater scrutiny of NGO spending driven by self-appointed watchdogs of the nonprofit sector and a prevalence of strategic notions of CSR advanced by corporate actors weaken the ability of civil society actors to change the business practices of their partners in the commercial sector. To counter this trend, we argue that corporations should embrace a political notion of CSR and should actively encourage NGOs to strengthen “downward accountability” mechanisms, even if this creates more tensions in corporate–NGO partnerships. Rather than seeing NGOs as tools in a competition for a comparative advantage in the market place, corporations should actively support NGO independence and critical capacity.     

Together and Apart: Exploring Structure of the Corporate–NPO Relationship

Financially significant relationships between corporations and non-profit organizations (NPOs) have increased in recent years. NPOs offer access to interests and ideologies that are lacking within most for-profit organizations. These partnerships form a unique bridge between for-profit and non-profit goals and offer significant potential to produce innovative ways of “doing business by doing good.” Exploration of the structural implications of these relationships, however, has been limited. The potential for ideological imbalance in these relationships, particularly for the NPO, has been poorly described. We explore the structure of Corporate–NPO relationships from the NPO's perspective under high pressure conditions such as large relational investments or negative pressure from stakeholders. Using data collected from 20 NPOs in Australia, we identified the use by NPOs of both formal and informal governance mechanisms within their partnerships. These mechanisms acted to align and defend important goals of the NPO. They allowed the NPO and their corporate partners to be simultaneously “together and apart.” Our study offers important insight toward the study of cross-sector relationships and the role of governance mechanisms.     

A new organization��s breaking out of cocoon: Advantech��s dilemma in building a ��direct marketing force��

Focusing on the recognition and resolution of conflicts between newly-created business units and existing ones, this teaching case depicts the reasons, process, and problems in Advantech’s creation and management of its direct marketing force (DMF) during the company’s changing from a multinational corporation (MNC) to a globally integrated enterprise (GIE). It also describes the designed structure and business processes of DMF, and shows the underlying conflicts among the channel sales force (CSF), key account sales force (KASF) and DMF. Also demonstrated in the case are the methods Advantech adopted to solve the conflicts, including seeking a good combination of the traditional “spider” and “starfish” models, reconciling between centralization and decentralization, creating a crossover-collaboration mechanism among different divisions, and promoting a knowledge sharing system across different regions.     

论中国招商引资过程中政府决策的合理性

Based on consumer and manufacturer behaviors, this research describes local governments’ unique role in the process of “attracting foreign direct investment (FDI)”. Drawing from a sample of 28 provinces plus four cities throughout China from 1998 to 2004, we construct an econometric model in this paper to analyze the common factors that influenced the result of “attracting FDI”. The main finding of this paper is that in the process of “attracting FDI”, local governments play a decisive role, which puts consumer surplus, producer surplus and the other social welfare into a basket to construct its plan for “attracting FDI”. The common factors which influence the result of “attracting FDI” are local costs, the number of foreign-invested company, the market share of local companies, and the market share of foreign-invested companies. Translate from Caimao Jingji 财贸经济 (Finance & Trade Economics), 2005, (12): 70–75     

Shaping Sustainable Value Chains: Network Determinants of Supply Chain Governance Models

Globalization theories posit organizational convergence, suggesting that Codes of Ethics will become commonplace and include greater consideration of global issues. This study explores the degree to which the Codes of Ethics of 157 corporations on the Global 500 and/or Fortune 500 lists include the “third generation” of corporate social responsibility. Unlike first generation ethics, which focus on the legal context of corporate behavior, and second generation ethics, which locate responsibility to groups directly associated with the corporation, third generation ethics transcend both the profit motive and the immediate corporate environment. Third generation ethics are grounded in responsibilities to the larger interconnected environment. The results of the study suggest convergence, insofar as Codes of Ethics are becoming standard communication features of corporations across region and industrial sector but still manifest a primary concern with profits and those behaviors which are mandated by law. Only corporations headquartered in the European Union demonstrate a significant degree of global consciousness and reflexivity. However, there is some evidence that third generation ethics and thinking are becoming part of the corporate landscape. More then three quarters of the corporations made at least some reference to third generation ethics.     

Examining the Effects of Moral Development Level,Self-Concept,and Self-Monitoring on Consumers’ Ethical Attitudes

This study investigates the possible effects of self-concept, self-monitoring, and moral development level on dimensions of consumers’ ethical attitudes. “Actively benefiting from illegal activities,” “actively benefiting from deceptive practices,” and “no harm/no foul 1–2” are defined by factor analysis as four dimensions of Turkish consumers’ ethical attitudes. Logistic regression analysis is applied to data collected from 516 Turkish households. Results indicate that self-monitoring and moral development level predicted consumer ethics in relation to “actively benefiting from questionable practices” and “no harm/no foul” dimensions. Actual self-concept is also a predictor variable in relation to “no harm/no foul” dimension. Age and gender make significant differences in consumers’ ethical attribute dimensions.