*This paper was originally prepared for a conference honoring moral philosopher R.M. Hare which was held at the University of Florida in 1994. I am grateful to the conference participants and to my colleagues George C. Lodge, Thomas R. Piper, and Richard E. Walton for their comments on the paper. The version published here is slated for inclusion in a planned volume currently entitled Hare's Heritage: The Impact of R.M. Hare on Moral Philosophy.

¹ See, e.g., Ronald, E. Berenbeim, Corporate Ethics Practices (New York: The Conference Board, Report Number 986, 1992);Google ScholarEthics Policies and Programs in American Business (Washington, DC: Ethics Resource Center, 1990).Google Scholar

² See Paine, “Managing for Organizational Integrity,” Harvard Business Review (March-April 1994), pp. 106-17.

³ Hare, R. M., Moral Thinking: Its Levels, Method, and Point (Oxford: Clarendon Press, 1981).CrossRefGoogle Scholar

⁴ For a full explanation, see the American Bar Association's “Corporate Director's Guidebook-1994 Edition,” appearing in The Business Lawyer, vol. 49 (May 1994), pp. 1252-1256.

⁵ The main argument can be found in Paine, “The International Trade in Hazardous Pesticides: Prior Informed Consent and the Accountability Gap,” Ethical Theory and Business, 4th edition, Bowie, Norman E., and Beauchamp, Tom L., (eds.). (Englewood Cliffs, NJ: Prentice-Hall, Inc., 1993), pp. 547–56.Google Scholar

⁶ E.g., Robert, C. Clark, “Agency Costs versus Fiduciary Duties,” Ch. 3, Principals and Agents: The Structure of Business, ed. by John, W. Pratt and Richard, J. Zeckhauser (Boston: Harvard Business School Press, 1985), pp. 56–62.Google Scholar

⁷ Merrick Dodd, E. Jr., “For Whom are Corporate Managers Trustees?” Harvard Law Review, vol. 45 (1932), p. 1149.Google Scholar

⁸ I owe this citation to Nell Minow, a principal of Lens, Inc., an investment fund with headquarters in Washington, D.C.

⁹ E.g., Milton, Friedman, “The Social Responsibility of Business is to Increase its Profits,” New York Times Magazine, September 13, 1970.Google Scholar

¹⁰ American Law Institute, Principles of Corporate Governance: Analysis and Recommendations, sec. 2.01, Vol. I (American Law Institute Publishers, 1994), p. 55.Google Scholar

¹¹ Perhaps the claim is not that agency, as commonly understood, extinguishes all obligations other than furthering the financial interests of shareholders within the law, but that corporate and legal institutions should be structured to make this the case. (Notice, at this point, the argument is shifting to Hare's critical level. Rather than considering management's obligations within the existing moral structure, the structure itself is being questioned.) To evaluate this proposal would go far beyond the scope of this paper. However, there is little reason to believe that such an arrangement would have much social merit, especially given the state of the law around the world.

¹² Source: Author's field research.

¹³ Source: Author's field research.

¹⁴ For details, see Harvard Business School case no. 9-394-113, Wetherill Associates, Inc.

¹⁵ Id. at p. 1.

¹⁶ United States v. Beech-Nut Nutrition Corporation, 871 F.2d 1181 (2nd Cir. 1989) at 1186-1187.

¹⁷ Moral Thinking, pp. 191-98.

¹⁸ Milton, Friedman, “The Social Responsibility of Business is to Increase its Profits,” New York Times Magazine, September 13, 1970, p. 32.Google Scholar

¹⁹ As an example of this approach, see Alan, Goldman, The Moral Foundations of Professional Ethics (Totowa, NJ: Rowman and Littlefield, 1980), p. 230–82.Google Scholar

²⁰ See King, M. L., Letter from Birmingham Jail, foreword by Correta, Scott King (San Francisco, CA: Harper, 1992).Google Scholar