The unethical exploitation of shareholders in management buyout transactions

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

Contemporary ethical issues in labor-management relations

Numerous labor-management issues possess ethical dimensions and pose ethical questions. In this article, the authors discuss four labor-management issues that present important contemporary problems: union organizing, labor-management negotiations, employee involvement programs, and union obligations of fair representation. In the authors view, labor and management too often view their ethical obligations as beginning and ending at the law's boundaries. Contemporary business realities suggest that cooperative and enlightened modes of interaction between labor and management seem appropriate.Robert S. Adler is Associate Professor of Legal Studies at the Kenan-Flagler Business School, University of North Carolina at Chapel Hill. He teaches courses in Business Law, Business Ethics, and Regulation. Prior to coming to UNC, Professor Adler served as Counsel to the Subcommittee on Health and the Environment of the Committee on Energy and Commerce of the U.S. House of Representatives.William J. Bigoness is Professor of Business Administration and Director, Center for Management Studies at the Kenan-Flagler Business School, University of North Carolina at Chapel Hill. His professional interests include organizational behavior, human resource management, and labor-management relations. Dr. Bigoness was Visiting Professor of Business Administration at the International Institute for Management Development (IMD) located in Lausanne, Switzerland from 1985 to 1987.     

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.     

Business ethics,economic development and protection of the environment in the new world order

The end of the cold war has elevated environmental issues to the highest level of concern for humanity while creating a world order dominated by the United States of America and other Western nations. This new power structure may likely lead to increased business activity in many parts of the world, as nations formerly preoccupied with the cold war turn their attention to economic development. This paper examines the linkages among ethics, economic development and protection and restoration of the environment in The New World Order.Emily F. Carasco is Associate Professor at the Faculty of Law of the University of Windsor. Her research focus is on international law and family law.Jang B. Singh is Associate Professor at the Faculty of Business Administration of the University of Windsor. His research focus is on ethical issues involved in the management process.     

Living (not learning) ethics

Much has been written recently about both the urgency and efficacy of teaching business ethics. The results of our survey of AACSB member schools confirm prior reports of similar surveys: The teaching of business ethics is indiscriminate, unorganized, and undisciplined in most North American schools of business. If universities are to be taken seriously in their efforts to create more ethical awareness and better moral decision-making skills among their graduates, they must provide a rigorous and well-developed system in which students can live ethics instead of merely learn ethics. A system must be devised to allow students to discover and refine their own values rather than simply learning ethical theories from an intellectual point of view.After reviewing the literature on business ethics in undergraduate curricula, we make a series of recommendations to deliver experiential ethical education for business students. The recommendations include student and faculty written codes of ethics, emphasis on ethical theory within the existing required legal environment course, applied ethics in the functional area capstones using alternative learning, a discussion of employee (and employer) rights and responsibilities during the curriculum capstone course, and a public service requirement for graduation. These recommendations may be implemented without substantive additional cost or programming requirements.Joseph Solberg is an Assistant Professor of Business Law at Illinois State University. His teaching and research interests are centered on the legal and ethical environments of business and the pedagogy of business ethics. He is a member of the American and Midwest Academies and Legal Studies in Business.Kelly Strong is an Assistant Professor of Management at Illinois State University. His teaching and research interests include business ethics, business and society, and strategic issues management. He has published articles in the Journal of Business Ethics and other scholarly outlets in the areas of ethics education, business and society, and ethical decision making.Charles McGuire, Jr. is Professor of Business Law and Chair of the Finance, Insurance and Law Department at Illinois State University. His interests are in the areas of business law and the legal environment of business as well as government regulation. He has published text-books and supplements on the legal environment of business in addition to scholarly works in the American Business Law Journal, among others.     

Bhopal,India and Union Carbide: The second tragedy

The paper examines the legal, ethical, and public policy issues involved in the Union Carbide gas leak in India which caused the deaths of over 3000 people and injury to thousands of people. The paper begins with a historical perspective on the operating environment in Bhopal, the events surrounding the accident, then discusses an international situation audit examining internal strengths and weaknesses, and external opportunities and threats faced by Union Carbide at the time of the accident. There is a discussion of management of the various interests involved in international public relations and ethical issues. A review of the financial ratio analysis of the company prior and subsequent to the accident follows, then an examination of the second tragedy of Bhopal — the tragic failure of the international legal system to adequately and timely compensate victims of the accident.The paper concludes with recommendations towards public policy, as well as a call for congressional action regarding international safety of U.S. based multinational operations.Clayton Trotter is a graduate of the University of Texas School of Law and College of Business Administration. Currently, he teaches in both the College of Business and the School of Law at Texas Tech University; and was formerly Associate Professor of Law at the Coburn School of Law in Virginia Beach, Virginia. He has taught courses in Real Estate Law, Corporations, International Business Transations, and Business Law.Mr. Trotter has been attorney of record in a number of contested civil cases and has appeared in the Fifth and Seventh United States Circuit Court of Appeals on such cases. He is licensed in Texas, Florida and the Supreme Court of the United States.He has authored a number of articles on business related legal matters.Susan G. Day is a Texas Real Estate Broker, Escrow Agent, and Insurance Agent. She graduated from Texas Tech University with a major in Business Administration with an emphasis on Management. She currently attends Texas Tech University pursuing a graduate degree in Education.Susan is Past President of the Toastmasters International group at Texas Tech University giving speeches and lectures on real estate and law. In addition, Susan is a member of the following associations at Texas Tech University: Society for Advancement of Management, Marketing Association, Tech Management Association, Lubbock Legal Secretaries Association, National Association for Female Executives and the Ex-Students Association.Amy E. Love graduated Magna Cum Laude in December, 1988 with a Bachelor of Business Administration degree in Management from Texas Tech University. Her long range goals include graduate school where she would like to emphasize finance. Amy is a member of the Society for Advancement of Management, Golden Key National Honor Society, Gamma Sigma Honor Society, and Phi Beta Kappa Honor Society.     

The ethics of leveraged management buyouts revisited

Although previous ethical analyses of management buyouts have presented useful insights, they have been flawed in three major ways. First, they define the transaction too narrowly, emphasizing the going private aspect and ignoring the leveraged aspect. Leveraging alters the nature of the transaction substantially and warrants additional ethical analysis. Second, these previous analyses ignore the impact of buyouts on non-stockholder constituents of the firm, an omission which renders their implicit utilitarian approach incomplete. Third, these analyses do not include Rawlsian, libertarian, or Kantian perspectives on ethics. This paper addresses these shortcomings and finds the ethical status of leveraged management buyouts to be highly suspect. Thomas M. Jones is a Professor of Organization and Environment in the School of Business Administration at the University of Washington in Seattle. He has written on such subjects as business ethics, corporate social responsibility, corporate governance, boards of directors, shareholder litigation, and business and society paradigms. His work has appeared in the Academy of Management Review, California Management Review, Boston University Law Review and the Hastings Law Journal.Reed O. Hunt, III is currently working for the Seattle Office of Peterson Consulting Limited Partnership, a national business dispute resolution consulting firm.     

A Typology of Moral Problems in Business: A Framework for Ethical Management

This paper develops a typology of moral problems in business. The cross-classification of two fundamental dimensions of ethical conduct: judgment and motivation, is employed to distinguish four types of moral problems: genuine dilemmas, compliance problems, moral laxity, and no-problem problems. Actual cases are brought to illustrate each type of problem, and corresponding coping strategies are presented. The paper highlights the need to design a dynamic strategy that will take into account the relationships among different types of ethical problems. In its capacities as both an analytical tool for identifying and clarifying an ethical problem and a strategic tool for handling it, the typology has direct implications for developing ethical awareness, assigning accountability, and unfolding typical rationalizations in business activity.Aviva Geva is senior lecturer in the Open University of Israel, with a Ph.D. in Business Administration from the Hebrew University of Jerusalem. The author of two text books and a monograph (in Hebrew) relating to business ethics and consumer behavior, she has also published a number of articles on issues of attitude change and moral decision making in business.     

Ethical ideology and ethical judgment regarding ethical issues in business

Differences in ethical ideology are thought to influence individuals' reasoning about moral issues (Forsyth and Nye, 1990; Forsyth, 1992). To date, relatively little research has addressed this proposition in terms of business-related ethical issues. In the present study, four groups, representing four distinct ethical ideologies, were created based on the two dimensions of the Ethical Position Questionnaire (idealism and relativism), as posited by Forsyth (1980). The ethical judgments of individuals regarding several business-related issues varied, depending upon their ethical ideology.Tim Barnett is Assistant Professor of Management at Louisiana Tech University. He has published in such journals asPersonnel Psychology, theJournal of Business Research, andHuman Relations. His research interests include ethical decision making and ethical issues in HRM.Ken Bass is Assistant Professor of Management at East Carolina State University. He has articles published in several journals, including theJournal of Personal Selling and Sales Management. His research interests include ethical decision making, ethical strategy, and methodology.Gene Brown is Associate Professor Marketing at Louisiana Tech University. He is published in such journals as theJournal of Retailing, the Journal of the Academy of Marketing Science, theJournal of Business Research, Psychology and Marketing, and Industrial Marketing Management. His main interests include personal selling, retailing, ethics, and methodology.     

Business,ethics and law

The comparative seriousness of business law and business ethics gives some business people the impression that there is nothing important in business ethics. The costly penalties of illegal conduct compared to the uncertain consequences of unethical conduct support a common illusion that business ethics is much less important than law for business people. To dispel the illusion I distinguish two perspectives from which we can view the relation of business and normative systems: the internal and external perspectives. I show that in one perspective, ethics is hardly less important than law, and in the other perspective it is more important, more fundamental than law. I conclude with a discussion of why business persons must place ethical and legal rules ahead of profits.Richard McCarty has been a lecturer in the philosophy department at East Carolina University in Greenville, N.C. since 1986. He has published articles primarily in aesthetics and ethics.     

Challenges in Teaching Business Ethics: Using Role Set Analysis of Early Career Dilemmas

Emphasis in business ethics texts and courses has generally focused on corporate and other relatively high-level ethical issues. However, business school graduates in early career stages report ethical dilemmas involving individual-level decisions, often including influence attempts from one or more members of their work role sets. This paper proposes the use of role set analysis as a pedagogical technique for helping individuals to anticipate and deal with early-career ethical issues.     

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.     

论商业秘密民事救济与行政救济的定位与衔接

在商业秘密侵权救济中,商业秘密权利人可以要求民事救济、行政救济和刑事救济,TRIPS协议和国外立法中对商业秘密侵权救济模式也有相应的立法例,笔者试图从这些侵权救济模式出发,分析商业秘密民事救济和行政救济中的法律问题,包括国外行政救济的有限性和我国的主要实践、行政救济的主体和管辖、不足与完善,商业秘密民事诉讼主体的确定和管辖问题。在此基础上研究了商业秘密侵权责任模式的界限,需要注意民事责任和行政责任的竞合以及行政、民事案件审理的交叉和协调,确立以民事救济为主导的救济模式,发挥行政救济的补充作用,完善民事救济和行政救济的定位和衔接。     

Ethical concerns in grievance arbitration

Although the use of arbitration has become commonplace in the organizational world, the ethical issues surrounding arbitration have never been fully explored. The paper reviews ethical issues in arbitration, particularly in terms of forensic bias parallels, that may affect decision-making and make the arbitrator's decision questionable. Finally, the maintenance of fairness in the arbitration process, and the importance of an ethically acceptable system of organizational justice are also discussed.Robert A. Giacalone is Associate professor of Management Systems at the E. Claiborne Robins School of Business, University of Richmond. He is co-editor (with Paul Rosenfeld) ofImpression Management in the Organization (Erlbaum, 1989) andApplied Impression Management (Sage, 1991) and has authored papers on business ethics, organizational sabotage, exit interviewing, and impression management in organizational life. His work has appeared inHuman Relations, Business and Society Review, Journal of Business Ethics, andJournal of Social Psychology, as well as in a variety of other journals.James C. Goodwin is Professor of Management at the University of Richmond. He previously taught at the University of North Carolina and at Florida State University and served as a petroleum engineer with Chevron and Atlantic-Richfield. Dr. Goodwin is the author of numerous articles which have appeared in national and international journals.Martha L. Reiner is Assistant Professor of Management at the E. Claiborne Robins School of Business, University of Richmond. She received her Ph.D. in business and public policy. She has co-authored articles that appeared in theCalifornia Management Review and theNonprofit and Voluntary Sector Quarterly.The authors would like to thank Hinda Greyser Pollard for her insightful comments on a previous draft of this paper.     

Internationalizing the business ethics curriculum: A survey

This article reports on a telephone survey of business school faculty in the United Kingdom, Asia and North America concerning efforts to internationalize the teaching of business ethics. International dimensions of business ethics are currently given only limited coverage in the business school curriculum with over half of the faculty surveyed indicating that less then 10% of their ethics teaching focuses on global issues. Teaching objectives vary widely with some faculty emphasizing a relativistic, diversity oriented perspective while others stress the universality of values. The respondents identified a great need to develop teaching materials based upon non-U.S. corporations and/or non-U.S. incidents.Christopher J. Cowton is University Lecturer in Management Studies at the University of Oxford and a Fellow of Templeton College. An author on many facets of management, his previous paper in theJournal of Business Ethics was on corporate philanthropy in the United Kingdom. Current research interests include the implications of just-in-time production for accounting, and ethical (or socially responsible) investment.Thomas W. Dunfee is the Kolodny Professor of Social Responsibility at the Wharton School of the University of Pennsylvania. He was President of the American Business Law Association 1989–1990, served as Editor-in-Chief of theAmerican Business Law Journal 1975–1977 and is a member of the Executive Committee of the Society for Business Ethics. He has published articles in theAcademy of Management Review, Business Ethics Quarterly, theBusiness and Professional Ethics Journal, and theJournal of Social Philosophy in addition to a variety of business and legal journals.     

Ethical Commitment,Financial Performance,and Valuation: An Empirical Investigation of Korean Companies

A variety of stakeholders including investors, corporate managers, customers, suppliers, employees, researchers, and government policy makers have long been interested in the relationship between the financial performance of a corporation and its commitment to business ethics. As a subject of research, the relations between business ethics and corporate valuation has yet to be thoroughly quantified and investigated. This article is an effort to amend this inadequacy by demonstrating a statistically significant association between ethical commitment and corporate valuation measures. Consistent with anecdotal evidence, we have found a significant association between the ethical commitment of Korean companies and their valuation on the Korean stock market. However, the result reveals that the association between ethical commitment and financial performance is not significantly supported. Tae Hee Choi received Ph.D. from the Ohio State University, Ohio, USA. Presently working as Assistant Professor in accounting at the KDI School of Public Policy and Management. Research interests are business ethics, capital market, financial accounting, managerial accounting, and valuation. Jinchul Jung received Ph.D. from Kent State University, Ohio, USA. Presently working as Assistant Professor of Business Administration Department in the College of Business at Chosun University. Research interests are business ethics, family-supportive program, and organizational commitment.     

Organizational harm,legal condemnation and stakeholder retaliation: A typology,research agenda and application

The essence of the ethical issues pertinent to business activities is the harm or benefit that occurs as part of a company's resource transformation process. A typology is developed that sorts ethical issues according to three variables: (1) the nature of the harm, (2) the nature of those harmed and (3) the transformation stage where the harm occurs. Propositions are formulated that would enable analysts and practitioners to predict the degree of legal condemnation of, and stakeholder retaliation to, harms generated by questionable moral reasoning. An organizational harm analysis is then constructed as a decision making tool that could supplement cost/benefit analysis.Denis Collins is a Doctoral Candidate at the Katz Graduate School of Business of the University of Pittsburgh and a Research Associate with the BG Productivity and Gainsharing Institute. He has published several articles in the areas of business ethics, social philosophy and participatory management.     

The Relevance and Value of Confucianism in Contemporary Business Ethics

This article examines the relevance and value of Confucian Ethics to contemporary Business Ethics by comparing their respective perspectives and approaches towards business activities within the modern capitalist framework, the principle of reciprocity and the concept of human virtues. Confucian Ethics provides interesting parallels with contemporary Western-oriented Business Ethics. At the same, it diverges from contemporary Business Ethics in some significant ways. Upon an examination of philosophical texts as well as empirical studies, it is argued that Confucian Ethics is able to provide some unique philosophical and intellectual perspectives in order to forge a richer understanding and analysis of the field of contemporary Business Ethics. Gary Kok Yew Chan is Assistant Professor of Law at Singapore Management University. Apart from Business Law, he teaches Ethics and Social Responsibility. He has obtained an LL.B (National University of Singapore) and LL.M (School of Oriental and African Studies, University of London) respectively and has published in several reputable law journals including Journal of Business Law, Cambridge Law Journal, Australian Journal of Asian Law, Hong Kong Law Journal and Singapore Journal of Legal Studies. In addition, he holds an M.A. in Southeast Asian Studies (National University of Singapore) and a B.A. in Philosophy (University of London).     

The Role of Law in Models of Ethical Behavior

In attempting to improve ethical decision-making in business organizations, researchers have developed models of ethical decision-making processes. Most of these models do not include a role for law in ethical decision-making, or if law is mentioned, it is set as a boundary constraint, exogenous to the decision process. However, many decision models in business ethics are based on cognitive moral development theory, in which the law is thought to be the external referent of individuals at the level of cognitive development that most people have achieved. Other theoretical bases of ethical decision models, social learning, and experientialism, also imply a role for law that is rarely made explicit. Law is a more important aspect of ethical decision-process models than it appears to be in the models. This paper will derive explicit roles for the law from the cognition, experientialism, and social learning theories that are used to build ethical decision-making models for business behavior. Sandra Christensen is Professor of Management at Eastern Washington University, where she teaches courses in Business & Society, International Business, and Leadership & Ethics. She has published in Business and Society, Business Ethics Quarterly, the Journal of Business Ethics, and the Academy of Management Review.