Social contract theory has a rich history. It originated among the ancients with recognition that social arrangements were not products of nature but convention. It developed through the centuries as theorists sought ethical criteria for distinguishing good conventions from bad. The search for such ethical criteria continues in recent attempts to apply social contract theory to organizations. In this paper, I question the concept of consent as a viable ethical criterion, and I argue for an alternate principle of impartiality as a more appropriate moral norm in a social contract theory of organizations.

Some years ago Ed Freeman and William Evan wrote an article offering a Kantian stakeholder theory of corporate responsibility. Ed was kind enough to allow Tom Beauchamp and me to publish that previously unpublished piece in the second edition of Ethical Theory and Business. That article has appeared in every subsequent edition. But a Kantian theory of stakeholder relationships is not, I believe, a complete Kantian theory of the modem corporation. I believe Ed originally intended to expand that paper into a larger project but Ed’s philosophical interest in pragmatism has distanced him from Kantianism and his writings in stakeholder theory have gone in a different direction. Indeed in this postmodem feminist anti-foundationalist age, Kant is very much out of fashion. Since I am always out of fashion I had no trouble promising Ed I would complete the Kantian piece of the project. This essay is the condensed version and a partial fulfillment of my promise. A Kantian always keeps his promises.

This article reviews a conversation between business ethicists and feminist scholars begun in the early 1990s and traces the development of that conversation in relation to feminist theory. A bibliographic analysis of the business ethics (BE) and corporate social responsibility (CSR) literatures over a twenty-five-year period elucidates the degree to which gender has been a salient concern, the methodologies adopted, and the ways in which gender has been analyzed (by geography, issue type, and theoretical perspective). Identifying significant limitations to the incorporation of feminist theory in these literatures, we discuss how feminist scholarship relating to behavior (through psychology and related fields), organizations (through feminist organization studies), and economics (through feminist economics) could be integrated. We suggest that a better integration of feminist theory would strengthen BE/CSR research, and point to new research directions and agendas arising from our approach.

This article surveys arguments for the claim that employees have a right to strong forms of decision-making participation. It considers objections to employee participation based on shareholders’ property rights and it claims that those objections are flawed. In particular, it argues the employee participation rights are grounded on the same values as are property rights. The article suggests that the conflict between these two competing rights claims is best resolved by limiting the scope of corporate property rights and by recognizing a strong employee right to co-determine corporate decisions.

This article presents a response to Néron and Norman’s contention that the language of citizenship is helpful in thinking about the political dimensions of corporate responsibilities. We argue that Néron and Norman’s main conclusions are valid but offer an extension of their analysis to incorporate extant streams of literature dealing with the political role of the corporation. We also propose that the perspective on citizenship adopted by Néron and Norman is rather narrow, and therefore provide some alternative ways in which corporations and citizenship might be brought together. We conclude by suggesting that, rather than simply applying the concept of citizenship to corporations, we now need to go further in exploring how corporations might play an active role in reconfiguring the whole notion of citizenship itself.

Profit maximizers have reasons to agree with stakeholder theorists that managers may need to consider different values simultaneously in decision making. However, it remains unclear how maximizing a single value can be reconciled with simultaneously considering different values. A solution can neither be found in substantive normative philosophical theories, nor in postulating the maximization of profit. Managers make sense of the values in a situation by means of the many thick value concepts of ordinary language. Thick evaluation involves the simultaneous consideration of different values: making sense of a value always involves knowing how to engage with it given the other values in the situation. This also goes for profit: maximization is only one way of engaging with the value of profit, and grasping whether maximization is appropriate involves considering other values. We discuss some consequences of our approach for stakeholder theorists and profit maximizers.

Recent calls have been made to move professional standards to a more principles-based perspective, supposing that emphasizing broad principles would eliminate the legalistic focus that rules may encourage, and accountants’ behavior would be more ethical and uniformly so. However, this supposition has yet to be empirically tested. The AICPA Code of Professional Conduct (Code) provides guidance in both forms: principles and rules. This experiment examines how the form of the Code affects independence judgments in a client acceptance context. We also examine the potential for levels of moral development to influence the effectiveness of the Code. We find that subjects are more likely to consider their independence impaired, and are more likely to reject a questionable audit engagement, when rules-based (principles-based) reasoners are provided with Code rules (principles). Given the popularity of the view that rules-based standards are undesirable, these findings have significant implications for the profession as principles-based ethical standards are discussed.

While the business ethics literature has devoted a tremendous amount of discussion in recent years to the question of whether the corporate manager has obligations to parties other than shareholders, it has failed to apply any of its insights to particular ethical concerns. This leaves the corporate manager with almost no guidance for resolving particular dilemmas he or she encounters. I bridge the gulf between theory and practice by focusing on the issue of corporate downsizing. I argue that corporate downsizing is, in many instances, morally contentious.

This paper discusses global corporate citizenship in the twenty-first century. The primary focus is on the responsibility of management educators to foster among students an understanding of the causes and consequences of business activitiy that creates organizational wealth, including the role of stakeholders. The modern corporation is a stakeholder enterprise: stakeholders enable the business to create wealth and require that it distribute wealth appropriately. The stakeholder enterprise model, which has been so economically successful, also implies corporate citizenship responsibilities. The Clarkson Principles are discussed as a means through which educators and managers can better understand and address the challenges of corporate citizenship in the modern world.

We argue that Néron and Norman’s article stops short of the point where it would truly advance our understanding of corporate citizenship. Their article, in our view, fosters normative confusion and displays significant gaps in logic. In addition, the large and useful literature on business-government relations has for the most part been overlooked by Néron and Norman, even though their article ends with an enthusiastic call for scholarly attention to this subject.

As value chains become longer with increases in outsourcing and subcontracting, the challenges of fixing responsibility become more difficult. Using concepts from the literature on social networks, this paper considers issues of diffusion of responsibility and plausible deniability in such relationships. Specifically, this paper isolates three sources of denial of – or defense against – attributions of responsibility: connection, control and knowledge. It goes on to consider the effects on network density and actor centrality as third parties (tertius illuminans) alter the structure of these networks. Finally, preliminary conclusions are considered including suggestions for addressing these new challenges as well as the potential for conceptual cross-fertilization between network analysis and organizational ethics.

What kinds of markets, market regulations, and business organizations are compatible with contemporary egalitarian theories of justice? This article argues that any thoughtful answer to this question will have to draw on recent developments in political philosophy that are concerned not only with the equality of the distribution of core goods (or as John Rawls famously put it, with the “distribution of the benefits and burdens of social cooperation”) but also with the requirements for equality of status, voice, and so on, in the relations between individuals and within organizations. The dominance of theories of distributive justice in egalitarian political philosophy since Rawls may have contributed, on the one hand, to the oft-recognized gulf between these theories and their theorists and, on the other, to discussions of corporate governance and business ethics. The main purpose of this article is to introduce business ethicists to some of the less-familiar features of recent relational theories of justice and equality, and to suggest that some of these notions may help bridge the gap between business ethics and political philosophy more generally.

Three strategies for developing just and consistent global business practices are examined: 1) international treaties and agreements, 2) global codes of business conduct, and 3) voluntary self-restraint. International agreements investigated are: NAFTA, Global Warming Treaty, OECD Anti-Bribery Treaty and Infant Formula Agreement. The codes examined are the Caux Round Table’s Principles for Business, The Global Sullivan Principles and The United Nations Global Compact with Business. Each of these three strategies is probed for its relative strengths and weaknesses, and its prospects for developing ethical business practices—especially in the areas of improving the environment, human rights and working conditions.

This article explores the law and ethics of lobbying. The legal discussion examines disclosure regulations, employment restrictions, bribery laws, and anti-fraud provisions as each applies to the lobbying context. The analysis demonstrates that given the social value placed on the First Amendment, federal law generally affords lobbyists wide latitude in determining who, what, when, where, and how to lobby.

This article explores the law and ethics of lobbying. The legal discussion examines disclosure regulations, employment restrictions, bribery laws, and anti-fraud provisions as each applies to the lobbying context. The analysis demonstrates that given the social value placed on the First Amendment, federal law generally affords lobbyists wide latitude in determining who, what, when, where, and how to lobby.

This paper argues that attempts to apply Alasdair MacIntyre’s positive moral theory to business ethics are problematic, due to the cognitive closure of MacIntyre’s concept of a practice. I begin by outlining the notion of a practice, before turning to Moore’s attempt to provide a MacIntyrean account of corporate governance. I argue that Moore’s attempt is mismatched with MacIntyre’s account of moral education. Because the notion of practices resists general application I go on to argue that a negative application, which focuses on regulation, is more plausible. Large-scale regulation, usually thought antithetical to MacIntyre’s advocacy of small-scale politics, has the potential to facilitate practice-based work and reveals that MacIntyre’s own work can be used against his pessimism about the modern order. Furthermore, the conception of regulation I defend can show us how management is more amenable to ethical understanding than MacIntyre’s work is often taken to imply.

The paper has two parts. The first considers the debate about whether social entities should be regarded as objects distinct from their members and concludes that we should let the answer to this question be determined by the theories that social science finds to have the most explanatory power. The second part argues that even if the theory with the most explanatory power regards social entities such as organizations as persons in their own right, we should not accord them citizenship in the moral realm. Rather we should accept moral individualism, the thesis that only individual humans can have rights and duties. The moral status of corporations and other organizations is often thought to depend on their ontological status. In particular, it is thought to depend on whether they can be said to exist as distinct entities, and especially as persons distinct from the individuals who are their members. In this article I argue that the two questions are actually independent of each other. No matter what the ontological status of organizations, they should not be accorded citizenship in the moral realm in their own right.

Although it is unremarkable to hear a corporate culture described as ethical or unethical, it remains quite unclear what such a claim means or how it may be justified. I begin by addressing these two questions by offering an account of corporate culture as the intrinsic values that are shared by organisation members and that underpin organisational goals. I then employ this analysis to offer a new account of how moral responsibility is generated and distributed in business organisations. Since certain corporate values, or culture, will predictably promote wrongdoing by members, all those who participated in that culture will acquire a degree of moral responsibility for the wrongdoing that results. They are, we may say, complicit in the wrongdoing because they helped facilitate it. This is because, by sharing values in the way that creates corporate culture, organisation members give each other reasons for acting in line with those values.

Despite some exceptions, the business ethics literature on the moral responsibility of corporations does not emphasize a subject critical to that inquiry: the general nature of corporations. This article attempts to lessen the imbalance by describing three conceptions of the corporation that have been prominent in twentieth century legal theorizing, and by sketching their implications for the moral responsibility of corporations. These three conceptions, at least two of which have counterparts in the philosophical and organizational theory literature, are the concession, aggregate, and real entity theories. The article concludes that the real entity theory is the most plausible of the lot. At least under prevailing tests of moral responsibility, it then contends, corporations-as-real-entities are morally responsible for most of their members’ actions.

This paper describes the professional ethical context behind the failure of Arthur Andersen’s audit of Enron. It is argued that the evolution of extreme industrial concentration in the accounting profession, and the subsequent unrestrained diversification of the “Big Five” accounting firms were the sources of multiple conflicts of interest that were unresolved by the time of the Enron debacle. In the post-Enron era, the problems of commercial conflicts of interest and of highly concentrated power in the profession remain important issues.

Accountancy is believed by its practitioners to be a profession, not a commercial venture. (Magill, Previts, and Robinson 1998: 4)

The number of corporate apologies has increased dramatically during the past decade. This article delves into the ethics of apologies offered by chief executive officers (CEOs). It examines ways in which public apologies on the part of a representative (CEO) of a corporate body (the firm) differ from both private, interpersonal apologies, on the one hand, and nation-state/collective apologies, on the other. The article then seeks to ground ethically desirable elements of a corporate apology in the nature or essence of the corporate apology itself. It explores the largely ignored roles played by the speaker’s ethos and audience pathos in genuine or ethical apologies and suggests that attention needs to be paid to the problems posed by “role contamination,” context, and other overlooked factors. The reception by the actual audience of a given apology is a highly contingent matter. Ethicists should concentrate, therefore, on what makes a proffered apology, in principle, trustworthy and not merely efficacious for a given audience.