Since the dawn of capitalism, corporations have been regarded by the law as separate legal “persons.” Corporate “personhood” has nonetheless remained controversial, and our understanding of corporate personhood often influences our thinking about the social responsibilities of corporations. This essay, written in honor of Prof. Thomas Donaldson, explores the tension in recent decisions by the U.S. Supreme Court and the Delaware Chancery Court about what corporations are, whose interests they serve, and who gets to make decisions about what they do. These decisions suggest that the law does not unequivocally support Donaldson’s vision of corporations as “moral” persons.

Of the many developments in business ethics that Thomas Donaldson has helped pioneer, one is the application of social contract theory to address questions about the responsibilities of business actors. In Corporations and Morality, Donaldson develops one of the most sustained and comprehensive accounts that aims to justify the existence of for-profit corporations and to specify and ground their responsibilities. In order to further our understanding about the purpose and responsibilities of productive organizations, and as a contribution to the scholarship on Donaldson’s thought, this paper gathers together the critical responses to Donaldson’s account along with Donaldson’s replies to his critics. The paper argues that we would do well to continue engaging with Donaldson’s account because of its distinctive and challenging conception of the purpose and responsibilities of productive organizations, but that many of the insights to be gained come from reframing the role played by social contract theory.

In this paper we examine how ethical values contribute to national economic prosperity. We extend the concept of an ethical wealth of nations first introduced by Donaldson in which he proposed four categories of ethical values—fairer distribution of goods, better government, ingrained social cooperation, and inculcation of economic duties—that can drive economic performance, but only if citizens ascribe “intrinsic value” to them independent of their economic interests. Our analysis draws on institutional economics and sociology research to show that if ethical values are to drive economic performance, they must also be supported by the institutional fabric of the nation. We embed an expanded set of ethical values in a set of democratic, free market and civil society institutions spanning three sectors of society—political, economic and cultural respectively. We conclude by discussing the implications of our institutional framework for moral education.

I explore the role of hypernorms in the Integrative Social Contracts Theory (ISCT) of Thomas Donaldson and Thomas W. Dunfee, who suggested that hypernorms are a necessary condition for the rejection of cultural relativism and justification of moral norms within and across social communities. Hypernorms are, thus, a significant part of a conception of international business ethics. I highlight philosophical problems that emerge in attempts to identify and justify hypernorms. These problems have not been sufficiently addressed in the ISCT; therefore, I will discuss the discourse–ethical contributions of contemporary German philosophers toward resolving the justification problem with regards to universal norms. Discourse ethics builds on the linguistic and the pragmatic turns in philosophy and develops procedural rules for the assessment of norms. I explore variants of discourse ethics with regards to their concept of justification and discuss the implications of discourse ethical procedures for the justification of norms and actions.

Scholars addressing the moral status of corporations are motivated by a pair of conflicting anxieties: If corporations are not moral agents, we will be unable to blame them for their wrongs. But if corporations are moral agents, we will have to recognize corporate moral rights, and the legal rights that flow therefrom. In early and under-appreciated work, Tom Donaldson sought to allay both concerns at once: Corporations, he argued, are not moral persons, and so are not eligible for many of the rights that persons enjoy; but they are moral agents, and so ought to bear responsibility in many of the ways that persons do. This article offers a sympathetic critique of the Donaldsonian strategy. I argue that, as it has been elaborated, the strategy necessarily fails. Nonetheless the strategy embodies a worthy aim and so I seek to provide an alternative way to vindicate it.

Thomas Donaldson’s framework for dealing with value-conflicts between a manager’s home and host country distinguishes between a “conflict of relative [economic] development”—conflicting norms that arise because home and host are at two different stages of economic development—and a “conflict of culture,” which arises because the home and host’s different cultures generate conflicting norms on the issue the manager faces. My question here is a thought experiment. What different insights might emerge if we flipped Donaldson’s framework around? Specifically: What if we viewed the kinds of conflicts that fall under Donaldson’s “conflicts of culture” as arising not because the home and host exhibit a “fundamental” conflict in cultural norms, but because they are at two different stages of cultural development? And what if we viewed “conflicts of relative economic development” as conflicts that occur not because home and host are at two different stages of economic development but, simply, because their economies contemporaneously interact with each other in ways that generate normative conflict: call them “conflicts of economy”?

While tone at the top is widely regarded as an important predictor of ethical behavior in organizations, we argue that recent research overlooks the various conflicting ethical tones present in many multi-organizational work settings. Further, we propose that the resolution processes promulgated in many firms and professional associations to reconcile this conflict reinforce the tone at the bottom or a tone at the top of the employee’s organization, and that both of these approaches can conflict with the tone at the top of other important organizations such as professional and regulatory organizations. Here we adapt Integrative Social Contract Theory’s priority rules to propose a multi-tone reconciliation process which prioritizes conflicting ethical tones based upon features of the organization and the effects on society. Using three contextualizations (overbilling, worker safety and client advocacy), we demonstrate the effectiveness of the multi-tone reconciliation process over current processes. We conclude with recommendations for future research and implications for practice.