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Business Law, Public Responsibility, and Ethics Commons

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2005

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Articles 1 - 30 of 32

Full-Text Articles in Business Law, Public Responsibility, and Ethics

The Exit Structure Of Venture Capital, D. Gordon Smith Dec 2005

The Exit Structure Of Venture Capital, D. Gordon Smith

Faculty Scholarship

Venture capital contracts contain extensive provisions regulating exit by the venture capitalists. In this Article, Professor Smith employs financial contracting theory in conjunction with original data collected from 367 venture-backed companies to analyze these exit provisions. He concludes that the combination of exit provisions in a typical venture capital relationship serves to lock venture capitalists into the investment during the initial stage. In later stages of the relationship, the venture capitalists acquire increasing control over exit by securing additional seats on the board of directors and by obtaining contractual exit rights. The result is a sophisticated transfer of control from ...


Spare The Rod, Spoil The Director? Revitalizing Directors' Fiduciary Duty Through Legal Liability, Lisa M. Fairfax Nov 2005

Spare The Rod, Spoil The Director? Revitalizing Directors' Fiduciary Duty Through Legal Liability, Lisa M. Fairfax

Faculty Scholarship

It appears that our society has tacitly agreed to spare corporate directors any significant legal liability—which includes both financial and incarceration—for failing to perform their duties as board members. Thus, over the last twenty years, there has been a virtual elimination of legal liability—particularly in the form of financial penalties—for directors who breach their fiduciary duty of care. This is true despite the fact that we entrust directors with the awesome responsibility of monitoring all of America's corporations as well as the officers and agents within those corporations. More surprisingly, this tacit agreement against legal ...


School Desegregation 50 Years After Brown: Misconceptions, Lessons Learned, And Hopes For The Future, Gary Orfield Oct 2005

School Desegregation 50 Years After Brown: Misconceptions, Lessons Learned, And Hopes For The Future, Gary Orfield

Center for the Study of Ethics in Society Papers

Papers presented for the Center of the Study of Ethics in Society Western Michigan University.


Ethical Distancing: Rationalizing Violations Of Organizational Norms, Jeffrey B. Kaufmann, Tim West, Sue Ravenscroft, Charles B. Shrader Oct 2005

Ethical Distancing: Rationalizing Violations Of Organizational Norms, Jeffrey B. Kaufmann, Tim West, Sue Ravenscroft, Charles B. Shrader

Management Publications

Recent work on moral reasoning has focused on the psychological relationship between the actor, the action and the outcome. The argument is that a tighter connection between these categories leads to more moral behavior. Using data from students who cheated on an exam, we extend this literature by delineating how people can rationalize non-moral behavior by loosening the above relationships. In particular, we found that students tried to distance themselves from the wrongfulness of cheating using four types of rationalization: separating themselves from the action, blaming a third-party for influencing the decision, re-defining the action as something good, and defining ...


Client, Industry And Country Factors Affecting Choice Of Big N Industry Expert Auditors, Michael Ettredge, Soo Young Kwon, Chee Yeow Lim Sep 2005

Client, Industry And Country Factors Affecting Choice Of Big N Industry Expert Auditors, Michael Ettredge, Soo Young Kwon, Chee Yeow Lim

Research Collection School Of Accountancy

This study investigates client choice of industry specialist auditors from among the Big N (Big 4 or 5) in an international (non-U.S.) setting. We investigate client-specific, industry-level and country-level factors hypothesized to enhance or decrease Big N clients' demand for industry expertise. Using data for 29 countries and 14 broad industries from 1993-2005, we find that international client choice of industry specialist Big N auditors is positively associated with client size, client growth opportunities, and client capital intensity. The choice of industry specialists from among the Big N is more prevalent in countries where levels of investor protection, quality ...


Too Little Or Too Much? Reexamining The Relationship Between Corporate Charitable Giving And Corporate Financial Performance, Heli Wang, Jae Pil Choi, Jiatao. Li Aug 2005

Too Little Or Too Much? Reexamining The Relationship Between Corporate Charitable Giving And Corporate Financial Performance, Heli Wang, Jae Pil Choi, Jiatao. Li

Research Collection Lee Kong Chian School Of Business

How do corporate charitable contributions affect corporate financial performance? Instrumental stakeholder theory posits that corporate giving can lead to high levels of corporate financial performance through improved stakeholder relations. In contrast, agency theory suggests that corporate giving diverts valuable corporate resources and inhibits corporate financial performance. Extant empirical studies that have examined the relationship found inconclusive results. We depart from and extend the existing literature in two main aspects. First, building upon the instrumental stakeholder argument and agency perspective, we develop the argument that there is an inverse U-shaped relationship between corporate charitable giving and corporate financial performance. Second, we ...


The Effect Of Remanufacturing On Procurement Decisions For Resellers In Secondary Markets, Andreas Robotis, Shantanu Bhattacharya, Luke N. Van Jun 2005

The Effect Of Remanufacturing On Procurement Decisions For Resellers In Secondary Markets, Andreas Robotis, Shantanu Bhattacharya, Luke N. Van

Research Collection Lee Kong Chian School Of Business

The role of remanufacturing as a competitive tool for firms has been reflected in a number of studies to show that remanufacturing can reduce the unit cost of production by reusing components. However, the fact that remanufacturing can be used as a strategic tool for serving secondary markets as well has not been acknowledged in the literature. In this paper, we study the use of remanufacturing as a tool to serve secondary markets. Specifically, we model the case of a reseller who procures used products based on an older generation of technology from an advanced market and then uses one ...


Methods And Systems For Valuing A Business Decision, Sridhar Ramamoorti, Peter Freeman, Anurag Agarwal May 2005

Methods And Systems For Valuing A Business Decision, Sridhar Ramamoorti, Peter Freeman, Anurag Agarwal

Accounting Faculty Publications

Methods, systems, and processor instructions to determine a first direct cost associated with at least a partial implementation of a business decision, the first direct cost including at least one of productivity gains and losses, determine a second direct cost based on a non-implementation of the business decision, the second direct cost based on the productivity gains and losses, determine a first risk reduction associated with at least a partial implementation of the business decision, the first risk reduction based on a business relationship risk(s), determine a second risk reduction associated with a non-implementation of the business decision, the ...


Stormwater Utility Fees: Considerations & Options For Interlocal Stormwater Working Group (Iswg), New England Environmental Finance Center May 2005

Stormwater Utility Fees: Considerations & Options For Interlocal Stormwater Working Group (Iswg), New England Environmental Finance Center

Water

Stormwater utilities are a concept whose time seems to have arrived. Established by relatively few communities in the 1970s as a method of funding flood control measures, stormwater utilities now exist in over 400 municipalities and counties throughout the United States. During the next 10 years, their numbers are expected to swell dramatically – by one estimate to over 2,000 by the year 2014.

The reasons for this growth are multifold. Federal stormwater regulations passed in the 1980s (Phase I of the National Pollutant Discharge Elimination System Program, or NPDES), motivated many larger communities to seek alternative funding sources and ...


Stormwater Utility Fees: Considerations & Options For Interlocal Stormwater Working Group (Iswg), New England Environmental Finance Center May 2005

Stormwater Utility Fees: Considerations & Options For Interlocal Stormwater Working Group (Iswg), New England Environmental Finance Center

Economics and Finance

Stormwater utilities are a concept whose time seems to have arrived. Established by relatively few communities in the 1970s as a method of funding flood control measures, stormwater utilities now exist in over 400 municipalities and counties throughout the United States. During the next 10 years, their numbers are expected to swell dramatically – by one estimate to over 2,000 by the year 2014.

The reasons for this growth are multifold. Federal stormwater regulations passed in the 1980s (Phase I of the National Pollutant Discharge Elimination System Program, or NPDES), motivated many larger communities to seek alternative funding sources and ...


The Exit Structure Of Strategic Alliances, D. Gordon Smith Apr 2005

The Exit Structure Of Strategic Alliances, D. Gordon Smith

Faculty Scholarship

Today, many biotechnology firms use strategic alliances to contract with other companies. This article contends that the governance structure of these alliances - specifically, the contractual board - provides an integrated restraint on opportunism. While an alliance agreement's exit structure could provide a check on opportunism by allowing the parties to exit at will, such exit provisions also can be used opportunistically. Most alliance agreements, therefore, provide for contractual lock in of the alliance partners, with only limited means of exit. Lock in, of course, raises its own concerns, and the contractual board - which typically is composed of representatives from each ...


Legitimacy, Interest Group Pressures And Change In Emergent Institutions: The Case Of Foreign Investors And Host Country Governments, Witold J. Henisz, Bennet A. Zelner Apr 2005

Legitimacy, Interest Group Pressures And Change In Emergent Institutions: The Case Of Foreign Investors And Host Country Governments, Witold J. Henisz, Bennet A. Zelner

Management Papers

We offer a simple model of policy making, emphasizing socialization and limits on human cognition to explicate mechanisms of change in emergent (as opposed to established) institutions. Emergent institutions are more susceptible to change, and their opponents may use frames or existing reference points to illustrate inconsistency with prevailing notions of legitimacy. Broader institutional structures and specific organizational characteristics moderate pressure for change. This perspective has novel implications for strategy and policy design.


The Impact Of Ownership Structure On Wage Intensity In Japanese Corporations, Toru Yoshikawa, Phillip H. Phan, Parthiban David Apr 2005

The Impact Of Ownership Structure On Wage Intensity In Japanese Corporations, Toru Yoshikawa, Phillip H. Phan, Parthiban David

Research Collection Lee Kong Chian School Of Business

The authors studied the effect of ownership structure on human capital investments as indicated by wage intensity, defined as the ratio of expenditure on employee wages to sales, in a sample of 996 Japanese manufacturing firms during their economic recession of 1998-2002. They found that domestic shareholders, with interests beyond financial considerations, enhance wage intensity, especially when performance is low, and thereby safeguard human capital investments. Foreign shareholders with sole interest in financial returns have an opposite effect; they reduce wage intensity when firm performance is low.


The Effects Of Ownership And Capital Structure On Board Composition And Strategic Diversification In Japanese Corporations, Toru Yoshikawa, Phillip H. Phan Mar 2005

The Effects Of Ownership And Capital Structure On Board Composition And Strategic Diversification In Japanese Corporations, Toru Yoshikawa, Phillip H. Phan

Research Collection Lee Kong Chian School Of Business

The board of directors plays an important role in solving the agency problem between shareholders and management. This paper investigates the relationships between ownership and board structure with the diversification strategy of large Japanese firms. The results show that corporate nominee directors are associated with lower levels of product diversification of their investee firms. This suggests that nominee directors in large Japanese corporations see themselves representing specific interests and therefore investors should pay attention to board composition in order to assess the level of protection they can expect to receive. Even without any apparent agency problem with management, there remains ...


The Unique Benefits Of Treating Personal Goodwill As Property In Corporate Acquisitions, Darian M. Ibrahim Jan 2005

The Unique Benefits Of Treating Personal Goodwill As Property In Corporate Acquisitions, Darian M. Ibrahim

Faculty Publications

Corporate acquisition talks may not get far if buyer and seller disagree over transaction structure, which can have significant after-tax effects. But the parties may have overlooked an item that, due to its potential tax treatment, could be the key to facilitating the acquisition. That item is the selling shareholder's "personal goodwill."

Personal goodwill exists when the shareholder's reputation, expertise, or contacts gives the corporation its intrinsic value. It is most likely to be found in closely held businesses, especially those that are technical, specialized, orprofessional in nature or have few customers and suppliers. If personal goodwill is ...


Corporate Shaming Revisited: An Essay For Bill Klein, David A. Skeel Jr. Jan 2005

Corporate Shaming Revisited: An Essay For Bill Klein, David A. Skeel Jr.

Faculty Scholarship at Penn Law

No abstract provided.


Institutional Competition To Regulate Corporations: A Commment On Macey, Jill E. Fisch Jan 2005

Institutional Competition To Regulate Corporations: A Commment On Macey, Jill E. Fisch

Faculty Scholarship at Penn Law

No abstract provided.


Europe, Spain, And The Future Of Spanish Multinational Firms, Mauro F. Guillén Jan 2005

Europe, Spain, And The Future Of Spanish Multinational Firms, Mauro F. Guillén

Management Papers

The last fifteen years or so have witnessed a major transformation of Spanish businesses. After decades of protectionism and isolation, virtually all of them are now exposed to the winds of international competition; nearly a thousand have invested abroad in order to exploit the opportunities inherent in operating across borders. As a result, Spain has become one of the ten largest foreign direct investors in the world, with key consequences for the country's economy, financial system, diplomacy, image and society, as well as for Europe.


Medical Malpractice And The Insurance Underwriting Cycle, Tom Baker Jan 2005

Medical Malpractice And The Insurance Underwriting Cycle, Tom Baker

Faculty Scholarship at Penn Law

No abstract provided.


Do Institutions Matter? The Impact Of The Lead Plaintiff Provision Of The Private Securities Litigation Reform Act, Stephen Choi, Jill E. Fisch, A. C. Pritchard Jan 2005

Do Institutions Matter? The Impact Of The Lead Plaintiff Provision Of The Private Securities Litigation Reform Act, Stephen Choi, Jill E. Fisch, A. C. Pritchard

Faculty Scholarship at Penn Law

When Congress enacted the Private Securities Litigation Reform Act in 1995 (“PSLRA”), the Act’s “lead plaintiff” provision was the centerpiece of its efforts to increase investor control over securities fraud class actions. The lead plaintiff provision alters the balance of power between investors and class counsel by creating a presumption that the investor with the largest financial stake in the case will serve as lead plaintiff. The lead plaintiff then chooses class counsel and, at least in theory, negotiates the terms of counsel’s compensation.

Congress’s stated purpose in enacting the lead plaintiff provision was to encourage institutional ...


Environmental Trade Measures, The Shrimp-Turtle Rulings, And The Ordinary Meaning Of The Text Of The Gatt, Howard F. Chang Jan 2005

Environmental Trade Measures, The Shrimp-Turtle Rulings, And The Ordinary Meaning Of The Text Of The Gatt, Howard F. Chang

Faculty Scholarship at Penn Law

No abstract provided.


Welfare, Dialectic, And Mediation In Corporate Law, William W. Bratton Jan 2005

Welfare, Dialectic, And Mediation In Corporate Law, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.


The Psychological Foundation For An Integrated Course In Law And Ethics, Richard Mcgowan Jan 2005

The Psychological Foundation For An Integrated Course In Law And Ethics, Richard Mcgowan

Scholarship and Professional Work - Business

Centuries ago, Thomas Aquinas noted that “human reason must proceed from the precepts of the natural law as from certain common and indispensable principles to other more particular dispositions” (ST I-II, 91, 3) He said that “because of the uncertainty of human judgment, especially in contingent and particular matters, it happens that different decisions are made about different human acts so that laws are often divergent and even contradictory.” (91, 4) To the casual reader, Thomas might be endorsing a position akin to ethical relativism but Thomas finds little to endorse about that position: “the truth is the same for ...


Giving The Gamblers A Voice: The Perceived Efficacy Of Responsible Gambling Practices In Nsw Clubs, Nerilee Hing Jan 2005

Giving The Gamblers A Voice: The Perceived Efficacy Of Responsible Gambling Practices In Nsw Clubs, Nerilee Hing

School of Tourism and Hospitality Management

This paper analyses qualitative data gathered from 339 patrons of ten NSW clubs via a survey assessing their perceived efficacy of venue-based responsible gambling measures. Analysis of over 25,000 words of ‘additional comments’ from these patrons yielded 541 comments, subsequently grouped into 17 themes and 56 sub-themes. Each is summarised, drawing heavily on the respondents’ verbatim comments to convey the sentiments and emotions expressed. As such, this paper gives a voice to one important, but often overlooked, stakeholder group in the gambling debate – the gamblers themselves. Most respondents were critical of governments and gambling venues in their focus on ...


Gambling Amongst Gaming Venue Employees: Counsellors’ Perspectives On Risk And Protective Factors In The Workplace, Nerilee Hing, Helen Breen Jan 2005

Gambling Amongst Gaming Venue Employees: Counsellors’ Perspectives On Risk And Protective Factors In The Workplace, Nerilee Hing, Helen Breen

School of Tourism and Hospitality Management

This paper reports on Stage One of a project examining the gambling behaviour of employees in Queensland gaming venues and how aspects of their workplace might influence that behaviour, to identify how gaming venues can provide a work environment that encourages responsible gambling amongst employees. From interviews with 32 gambling counsellors, 40 risk factors for gambling problems, 15 protective factors against gambling problems and 14 venue strategies for encouraging responsible gambling amongst employees were identified. A number of broad conclusions can be reached. First, staff who work in gaming venues appear an at-risk group for problem gambling. Second, this risk ...


The New Dividend Puzzle, William W. Bratton Jan 2005

The New Dividend Puzzle, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.


How Do Corporations Play Politics? The Fedex Story, Jill E. Fisch Jan 2005

How Do Corporations Play Politics? The Fedex Story, Jill E. Fisch

Faculty Scholarship at Penn Law

No abstract provided.


Legal And Ethical Implications Of Employee Location Monitoring, Gundars Kaupins, Robert Minch Jan 2005

Legal And Ethical Implications Of Employee Location Monitoring, Gundars Kaupins, Robert Minch

Management Faculty Publications and Presentations

Location technologies allow employers to monitor the location of employees. The technologies range from global positioning systems able to determine outdoor locations worldwide to sensor networks able to determine locations within buildings. Few international laws and no American laws directly address location monitoring. International privacy laws, the Electronic Communications Privacy Act, the USA Patriot Act and other laws involving Internet and e-mail monitoring might provide the pattern for future location monitoring legislation. Ethical considerations such as privacy, accuracy, inconsistency, security, and reputation also may affect future legislation. In writing corporate policies governing location monitoring, the employer’s business interests may ...


Basel Ii And The Need For Bank Distress Resolution Procedures, Clas Wihlborg Jan 2005

Basel Ii And The Need For Bank Distress Resolution Procedures, Clas Wihlborg

Business Faculty Articles and Research

It is argued that without increased market discipline Basel II is not likely to resolve the regulatory problem caused by explicit and implicit guarantees of depositors and other creditors of banks. One way to enhance market discipline is to implement proposals for mandatory subordinated debt. For these proposals to achieve their objective, the non-insurance of holders of subordinated debt must be credible. Increased credibility of non-insurance of one or several groups of creditors could be enhanced if distress resolution procedures for banks were pre-specified, and if they made possible bank failures without serious disruption of the financial system. The existence ...


Solving The Bargaining Democracy Problem Using A Constitutional Hierarchy Of Law, Clas Wihlborg Jan 2005

Solving The Bargaining Democracy Problem Using A Constitutional Hierarchy Of Law, Clas Wihlborg

Business Faculty Articles and Research

In the “bargaining democracy” groups form coalitions that are able to grant benefits to themselves through legislation. These benefits may lack popular support. A constitutional hierarchy of conflicting laws is proposed to resolve this democratic problem. In the hierarchy more “rule-oriented” legislation dominate. The hierarchy would create a momentum of the political process towards more rule-oriented legislation and policy debate. The difficulty of defining a rule operationally is overcome by limiting the task of a constitutional court to simply rank conflicting policy actions in terms of criteria for rules.