Citizens as Contractualist Stakeholders

This article examines the way that for-profit businesses should take into account the interests of the citizens in the liberal democratic societies in which they operate. I will show how a contractualist version of stakeholder theory identifies the relevant moral interests of both shareholders and citizen stakeholders, and provides a method for giving their interests appropriate consideration. These include (1) the interests that individuals have with respect to private property, (2) the interests citizens have in receiving equitable consideration in the political process, and (3) citizens?? interests which give them the collective right to determine the legal and economic structure of their societies. Using this contractualist analysis, I argue that corporations should consciously take into account the interests of citizen stakeholders when there is no other social mechanism for protecting their interests as citizens.     

Reflections on Corporate Moral Responsibility and the Problem Solving Technique of Alexander the Great

The academic debate over the propriety of attributing moral responsibility to corporations is decades old and ongoing. The conventional approach to this debate is to identify the sufficient conditions for moral agency and then attempt to determine whether corporations possess them. This article recommends abandoning the conventional approach in favor of an examination of the practical consequences of corporate moral responsibility. The article’s thesis is that such an examination reveals that attributing moral responsibility to corporations is ethically acceptable only if it does not authorize the punishment of corporations as collective entities, and further, that this renders the debate over corporate moral responsibility virtually pointless.     

Do Corporations Invest Enough in Environmental Responsibility?

Proponents of corporate environmental responsibility argue that corporations shortchange shareholders by investing too little in environmental responsibility. They claim that corporations can improve their financial performance by increasing their investment in environmental responsibility. Opponents of corporate social responsibility argue that corporations shortchange shareholders by investing too much in environmental responsibility. They claim that corporations can improve their financial performance by reducing their investment in environmental responsibility. Yet, others claim that corporations serve their shareholders well by investing just enough in social responsibility, not too little and not too much. If so, corporations increase their investment in environmental responsibility when an increase improves financial performance and reduce their investment in environmental responsibility when a decrease improves financial performance. Our evidence is consistent with this last claim. We find that the behavior of corporations is consistent with the claim that they act in the interest of shareholders, increasing or decreasing their investment in environmental responsibility as necessary to improve their financial performance.     

Do Shareholders Have Obligations to Stakeholders?

The question of whether, and to what extent, business managers have obligations to stakeholders has been the principal theme in much of recent business ethics literature. The question of whether shareholders have obligations to stakeholders, however, has not been addressed sufficiently. I provide some needed attention to this matter by examining the positions of shareholders in the contemporary world of investing. Their positions are considerably different than that often envisioned by business ethicists and economists where shareholders determine the directions of corporate activities through their voting decisions. Typical contemporary investors rarely control corporate activities. If they own corporate securities directly, generally they own too small an interest to exercise control. And, in most cases, they do not even own corporate securities directly, but, rather, own shares in funds. Because of the positions of shareholders today, it is highly questionable whether most have obligations to stakeholders. This has a significant implication for business managers. Whether or not shareholders have obligations to stakeholders, business managers have a greater obligation to educate shareholders about how corporate activities affect stakeholders. I provide a justification for that obligation and comment on how business managers might begin to fulfill it.     

Shareholder Theory and Kant’s ‘Duty of Beneficence’

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

Corporate Versus Individual Moral Responsibility

There is a clear tendency in contemporary political/legal thought to limit agency to individual agents, thereby denying the existence and relevance of collective moral agency in general, and corporate agency in particular. This tendency is ultimately rooted in two particular forms of individualism – methodological and fictive (abstract) – which have their source in the Enlightenment. Furthermore, the dominant notion of moral agency owes a lot to Kant whose moral/legal philosophy is grounded exclusively on abstract reason and personal autonomy, to the detriment of a due recognition of the socio-historical grounds of moral social conduct.I shall argue that an adequate theory of responsibility is needed, which does not only take into account individual responsibility, but also collective and corporate responsibility, capable of taking into consideration society and its problems. Furthermore, corporations are consciously and carefully structured organisations with different levels of management and have clearly defined aims and objectives, a central feature upon which I shall be focussing in this paper.     

Libertarian Theories of the Corporate and Global Capitalism

Libertarian theories of the normative core of the corporation hold in common the view that is the responsibility of publicity held corporations to return profits to shareholders within the bounds of certain moral side-constraints. Side-constraints may be either weak (grounded in the rules of the game) or strong (grounded in rights). This essay considers libertarian arguments regarding the normative core of the corporation in the context of global capitalism and in the light of actual corporate behavior. First, it is argued the weak side-constraints view is conceptually incoherent when applied in a global context. Second, it is argued that proponents of the libertarian strong side-constraints view lack an adequate theory of rights. Third, both the weak side-constraints view and the strong side-constraints view are shown to be unsatisfactory insofar as they fail to adequately address the coercive power of corporations. The main conclusion of this essay is that a viable libertarian theory of the corporation has yet to be articulated.     

Saving for Retirement Without Harming Others

This article discusses moral issues raised by defined contribution retirement plans, specifically 401(k) plans in the United States. The primary aim is to defend the claim that the federal government ought to require 401(k) plans to include a range of socially responsible investment (SRI) options. The analysis begins with the minimal assumption that corporations engage in behavior that imposes morally impermissible harms on others with sufficient regularity to warrant attention. After motivating this assumption, I argue that individual investors typically share in the responsibility for the harms imposed by corporations in which they invest, and that they therefore have a moral obligation to incorporate considerations of social responsibility into their investment decisions, when possible, to avoid being complicit in morally impermissible corporate behavior. I further argue that individuals are subject to substantial institutional and structural pressures that create a powerful incentive to invest in 401(k) plans, even though such plans typically lack any SRI options. To eliminate this pressure to commit indirect harm in the process of saving for retirement, I recommend that the federal government requires 401(k) plans to incorporate a range of SRI options, and I defend this proposal from several possible objections.     

Why Greater Cash Holdings and Short-Term Debt Simultaneously Persist? The Case of Transition Economy

This study observes and explores a puzzle in Chinese firms whereby both cash holdings and short-term debt simultaneously account for more than 20% of total assets for at least two consecutive years over the sample period. This phenomenon conflicts with the principle of corporate value maximization, and is not clearly explained by the classical theories in corporate finance. Based on the implications in the extant literature and discussions of institutional constraints of the transition economy in China, this paper develops four hypotheses that are involved with agency conflicts between the largest shareholders and creditors and the formation of this puzzling financial structure. The empirical analyses suggest that the largest shareholders with tunneling motives seek to hold more cash to serve their private interests and/or the consequent operational deficit of the listed corporations. To the ends, these corporations tend to manage the timing of short term debt financing to increase cash reserves temporarily at the end of year. Essentially, greater cash holdings on the balance sheet of these corporations related with the puzzle become a misleading signal for potential creditors, possibly contributing to the refinancing of short-term debt of these listed firms for the following year. Hence, the puzzling financial structure is connected with the timing of debt financing and adverse selection of creditors. This study enriches the stream of literature on cash holdings and debt maturity, and provides new evidence on the impact of agency problems of the largest shareholders on the association between cash holdings and debt maturity in the context of a transition economy.     

Human rights and positive corporate duties: the importance of corporate–state interaction

While it is commonly accepted that corporations have negative duties to respect human rights, the question of whether rights also imply positive duties for corporations is contentious. The recent reports of the United Nations special representative on business and human rights contend that corporations do not have positive duties, but the arguments this is based on are flawed from an ethical point of view. In particular, the reports fail to consider the implications of interactions between corporations and states. For rights to be secured, corporations may face duties to use their power to pressure governments into performing their assigned duties, and duties not to undermine the role of the government. The interaction of corporations and governments also has implications for choosing effective instruments to advance human rights. International initiatives that do not take this interaction into account will be ineffective or, at worst, counterproductive.     

论股东对公司债权人的直接责任

公司不能清偿债务,同时存在股东虚假出资或抽逃出资的情况,债权人在何种情况下可要求股东直接承担责任,《关于审理公司纠纷案件若干问题的规定(一)》(征求意见稿)于第六部分就股东对债权人的直接责任问题加以规定。股东对公司债权人直接承担责任的理论基础是揭开公司面纱即公司人格否认原则。滥用公司人格是导致股东对公司债权人直接承担责任的法定事由。     

Imperfect Duties and Corporate Philanthropy: A Kantian Approach

Nonprofit organizations play a crucial role in society. Unfortunately, many such organizations are chronically underfunded and struggle to meet their objectives. These facts have significant implications for corporate philanthropy and Kant’s notion of imperfect duties. Under the concept of imperfect duties, businesses would have wide discretion regarding which charities receive donations, how much money to give, and when such donations take place. A perceived problem with imperfect duties is that they can lead to moral laxity; that is, a failure on the part of businesses to fulfill their financial obligations to nonprofit organizations. This article argues the problem of moral laxity rests on a misinterpretation of Kantian ethics and, therefore, is really not a problem at all. As such, we argue corporate philanthropy while an imperfect duty should be interpreted more akin to perfect duties and, as a consequence, moral laxity does not arise for those corporations committed to acting on the basis of the moral law. More specifically, firms have duty-based obligations on the basis of benevolence, and as good corporate citizens, to help fund non-profit organizations.     

Corporate social responsibility and employee volunteerism: What do the best companies do?

Employee volunteerism as a practice of corporate social responsibility aids corporations by strengthening employee satisfaction and retention internally and by strengthening corporate reputations and connections with stakeholders externally. Of particular interest are the specific practices and procedures used by companies to encourage and support volunteer activities of their employees. We reviewed publicly available documents of Fortune's 100 Best Companies to Work For ranking to gain insight into how these best companies practice employee volunteerism and whether they link employee volunteerism to their corporate social responsibility strategy. We propose a connection of the position and importance of employee volunteerism in the corporate practices of social responsibility. Our findings suggest that many highly regarded companies specifically link employee volunteerism to their corporate social responsibility strategy. These companies also utilize similar practices to encourage and support employee volunteerism. We highlight the practices that managers could consider to support their corporate social responsibility efforts and offer several suggestions for future consideration.     

The responsible shareholder: a case study

Shareholders are sometimes considered to be, in moral terms, the owners of a company, they are after all the carriers of the residual liabilities and bear a higher proportion of the financial risk. However, in company law, the shareholders' responsibility is limited, and in financial terms shareholders are only liable up to the fully paid value of the share certificate. Moreover, when the shares are sold, the responsibility and risk are transferred completely to the new bearer of the shares. Whether this gap in moral and legal perceptions can be judged to be satisfactory in business ethics terms is a moot point and will be partly explored in this case study which seeks to analyse the shareholder's responsibility towards a firm in which they own shares. The case study company chosen as a vehicle to explore these issues is that of Turner & Newall; a company that subjected its employees, communities and customers to a major health hazard – asbestosis. This paper will use the Turner & Newall archive materials to illustrate the moral hazards that can arise for shareholders. In particular it will examine the ethical responsibilities of shareholders towards those stakeholders who were exposed to the dangers of asbestos. This case is a significant test of the veracity of the legal system of company control, and exposes the ineffectiveness of that system in accountability terms. The case study also deals with specific issues that arose in the asbestos crisis, as well as with more general issues in our present system of corporate governance and shareholder responsibilities.     

Stakeholder Management, Reciprocity and Stakeholder Responsibility

Stakeholder theory advocates that firms bear responsibility for the implications of their actions. However, while a firm affects or can affect stakeholders, stakeholders can also affect the corporation. Previous stakeholder theorising has neglected the reciprocal nature of responsibility. The question can be asked whether??in a spirit of reciprocity, loyalty and fairness??stakeholders should treat the corporation in a fair and responsible way. This study based on different definitions of stakeholders argues that various stakeholder attributes differ for different categories of stakeholders. This analysis presumes that the attribute of stakeholder reciprocity can probably be restricted to real stakeholders, labelled stakeowners: genuine stakeholders with a legitimate stake, the loyal partners who strive for mutual benefits. Stakeowners own and deserve a stake in the firm. Stakeholder reciprocity could be an innovative criterion in the corporate governance debate as to who should be accorded representation on the board. Corporate social responsibility should imply corporate stakeholder responsibility.     

A new view of shareholder voting in the nineteenth century: evidence from Brazil,England and France

Business corporations in the nineteenth century often imposed limits on the voting rights of large shareholders. Economic historians have generally interpreted these voting restrictions as a contractual mechanism designed to protect small shareholders in a legal environment that afforded insufficient investor protection. This dominant account, however, fails to explain the variation in the incidence of voting restrictions across different industries and firm ownership structures, as well as their eventual disappearance from corporate charters over time. In this Article, we advance an alternative interpretation for these early voting schemes as efforts at consumer protection employed primarily by firms that were local service monopolies and collectively owned by their principal customers, none of whom wished the firm to come under the exclusive control of their competitors or of profit-maximising investors. We explore and test this proposition by analysing data on shareholder voting rights in the nineteenth century in Brazil, England, and France.     

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.     

Should I invest with my conscience?

This paper discusses the idea that investors have moral reasons to avoid investing in certain business areas based on their own moral views towards these areas. Some have referred to this as 'conscience investing', and it is a central part of the conception of ethical investing within the socially responsible investment (SRI) movement. The paper presents what is taken to be the main arguments for this kind of investing as they are given by those who have defended it, and discusses the plausibility of these arguments from the point of view of moral philosophy. The paper argues that focusing on the moral views of individual investors is not very fruitful – there are strong reasons to think that investors do not have moral reasons to invest 'with their consciences', or, to the extent that such reasons are allowed, that they are very weak compared with other sorts of moral reasons pertaining to ethical investing.     

Shareholder voting rights in early American corporations

In early American corporations, the power of large shareholders was frequently limited by voting rules that partially disenfranchised them. In particular, stock held in an individual's name was granted a number of votes per share that decreased with the number of shares held. Using data from the corporations created in New York up to 1825, this paper analyses the use of these ‘graduated’ voting rights. Consistent with the view that they were intended to help small investors protect themselves against the predations of controlling shareholders, the data indicate that graduated voting rights were imposed in industries that attracted small investments from ordinary households. The results highlight the importance of concerns over the controlling influence of large shareholders in early corporate governance.