Business Commons^™

Toward A New Theory Of The Shareholder Role: A Sacred Space In Corporate Transactions, Robert B. Thompson, D. Gordon Smith

Faculty Scholarship

Corporate law expresses a profound ambiguity toward the role of shareholders. Courts announce that shareholders are critical to the theory that legitimates the exercise of power - by directors and officers over vast aggregations of property that they do not own. At the same time shareholders have a very difficult time actually making any corporate decisions. In this Article, we strive to define a new role for shareholders by drawing on economic theories of the firm and the structure of corporate law. More particularly we examine the role of shareholders in hostile corporate takeovers, the area where the interests of …

When Hope Unblooms: Chance And Moral Luck In The Fiction Of Thomas Hardy, Jil Larson

Center for the Study of Ethics in Society Papers

Paper presented at the Center for the Study of Ethics in Society at Western Michigan University, September 20, 2001.

Why Can't We Wait (To Spend) And The Law Of Unintended Consequences: Potential Negative Impact On Minority Employees From Well-Intentioned Organizational Compensation Practices, James R. Jones

Marketing and Management Faculty Proceedings & Presentations

In this time of increasing uncertainty about business viability and stability, many organizations are looking to gain control of their "bottom line" by strengthening the link between organizational outcomes and employee rewards. Long gone are the days of steadily and automatically increasing worker salaries as a hoped-for method of expanding productivity. Indeed, there is a school of thought that suggests that automatic pay increases act as a "demotivator" for many individuals. The more common approach currently is to utilize incentives (i.e., additional compensation/rewards given for performance beyond normal expectations) as a way of enhancing employee work motivation, thereby leading to …

Lies, Damn Lies, And Misleading Advertising: The Role Of Consumer Surveys In The Wake Of Mead Johnson V. Abbott Labs, Thomas W. Edman

William & Mary Law Review

No abstract provided.

Center For Professional Ethics, Volume 3, Issue 1, [2001], Case Western Reserve University

Center for Professional Ethics

Table of Contents:

• Helping Others to Help Yourself: The Value of Community Service
• Director's Corner: One Tough Guy by Robert P. Lawry
• We Do! We Can't? A Discussion of Same Sex Marriage
• Tom Anderson, Ethics Fellow: Teacher for All Seasons
• Volume 3, Number 1: News, Notes, and Future Events

Hybrid Organizations And The Alignment Of Interests: The Case Of Fannie Mae And Freddie Mac, Jonathan Koppell

Jonathan GS Koppell

This article explores the political influence of government-sponsored enterprises (GSEs). Using Congress's overhaul of the regulatory infrastructure for Fannie Mae and Freddie Mac as a case study, the article presents two principal findings: (1) The characteristics that distinguish government-sponsored enterprises from traditional government agencies and private companies endow Fannie Mae and Freddie Mac with unique political resources; and (2) the alignment of interest groups around Fannie Mae and Freddie Mac is subject to strategic manipulation by the GSEs. A triangular model of this alignment is proposed and employed to analyze the legislative outcome. The case has implications for students of …

Alternative Corporate Governance Systems In Japanese Firms: Implications For A Shift To Stockholder-Centered Corporate Governance, Toru Yoshikawa, Phillip H. Phan

Research Collection Lee Kong Chian School Of Business

In Asia, the recent catastrophic decline in regional stock markets, continuing currency crisis and failures of major financial institutions and industrial corporations have increased domestic and international interest in corporate governance. Nowhere is this greater than in Japan where financial institution reform has catapulted this to the fore. Agency theory and institutional theory, together with comparative case examples, are used in a study to derive some propositions on the dynamics of changing corporate governance systems in Japanese firms. The study argues for the co-existence of stakeholder and shareholder-centered corporate governance systems in Japan. This argument has an important implication for …

The Search For Middle Ground: Towards A Harmonized Interpretation Of The Private Securities Litigation Reform Act's New Pleading Standard, Ann Morales Olazábal

Business Law Articles and Papers

Amid much hue and cry, in 1995, Congress passed the Private Securities Litigation Reform Act ("PSLRA," "Reform Act," or "the Act"). The battle over reform had been waged for years. Proponents of the Act promised to put an end to vexatious strike suits and thus reduce the cost of capital formation; critics countered that the proposed law would eliminate all but the most egregious securities fraud suits, thereby shielding corporate wrongdoers and depriving deserving plaintiffs of their day in court. The bill had its checkered history in legislative committee, and, ultimately, the PSLRA was enacted over President Clinton's veto on …

The Ethics Of Making The Body Beautiful: Lessons From Cosmetic Surgery For A Future Of Cosmetic Genetics, Sara Goering

Center for the Study of Ethics in Society Papers

This piece was originally published in the Philosophy and Public Policy Quarterly, Spring 2001 issue (from the Maryland Institute for Philosophy and Public Policy).

The Role Of Boards And Stakeholders In Corporate Governance, Victor C. S. Yeo, Pearlie M. C. Koh

Research Collection Yong Pung How School Of Law

This paper was written specifically for the OECD Third Asian Roundtable on Corporate Governance, held in Singapore in April 2001, the theme of which was "the Role of Boards and Stakeholders in Corporate Governance". It goes without saying that a significant part of corporate governance is about managerial control and accountability. The duties imposed on directors, how Board members are chosen, Board composition, the interaction between members, the roles and responsibilities that Boards undertake, both as a whole and by their individual members, all have significant impact on the efficacy and propriety of the Board in fulfilling its functions. This …

Top 10 Audit Deficiencies, Mark S. Beasley, Joseph V. Carcello, Dana R. Hermanson

Faculty and Research Publications

The article focuses on financial statement fraud based on cases wherein the U.S. Securities and Exchange Commission sanctioned auditors for their association with fraudulent financial statements. All of the cases involved public companies, most of which engaged ill fraudulent financial reporting. Only a few engaged in misappropriation of assets or defalcation. The most common problem, alleged in 90% of the cases, was the auditor's failure to gather sufficient evidence. In some instances, this failure was pervasive throughout the engagement while in other instances the allegations were more specific. For example, many of the cases involved inadequate evidence in the areas …

Aggregation, Auctions, And Other Developments In The Selection Of Lead Counsel Under The Pslra, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

Berle And Means Reconsidered At The Century's Turn, William W. Bratton

All Faculty Scholarship

No abstract provided.

Local Television Journalism: Developing Ethics Through Discussion, Chris W. Allen, Jeremy Harris Lipschultz, Michael L. Hilt

Communication Faculty Publications

The purpose of this paper is to examine the views of local television news producers about ethical policies and situations they face. A majority of respondents agreed that it was important for a television newsroom to have a code of ethics or discussion of ethics in the newsroom. Most often producers perceived that their newsrooms were involved in discussions of fairness, balance, and objectivity; allocating air-time to opposing interest groups or political candidates; and, providing right of reply to criticism. Producers support a written code of ethics, or occasional discussion of ethics in the television newsroom, but see the competitive …

Morality And God, John Hare

Center for the Study of Ethics in Society Papers

Paper presented at the Center for the Study of Ethics in Society at Western Michigan University, January 18,2001 with the title, "Does Morality Need God?"

The Drama Of Dysfunction: Value Conflict In Us Managed Care, Diana D. Mrotek

WCBT Faculty Publications

The transformation of the American health care environment from retrospective fee-for-service to managed care has been both rapid and chaotic. This period of change has been infected by value conflict, evoking unconscious processes in system participants as they have attempted to cope with personally threatening situations. This article attempts to elucidate this process by presenting an account of events and accompanying value conflict as it occurred over time. It also includes a systems analysis of the rapidly changing mosaic of unconscious processes that resulted from the divergent values held by the public and health care professionals, using various organization behavior …

Employee Relations Ethics And The Changing Nature Of The American Workforce, Chong W. Kim, Dennis Emmett, Andrew Sikula Sr.

Management Faculty Research

Much is being written today about the changing nature of the American workforce. This article summarizes 10 of these changes: (a) global competition; (b) the changing skills of work; (c) the declining impact of unions; (d) the altered human composition of the workforce; (e) the effects of continuous improvement, downsizing, and reengineering; (f) the growing use of part-time employees; (g) the widening income gap; (h) lessened employer and employee loyalty and commitment; (i) early retirement programs; and (j) telecommunications and virtual employees. Rather than just identifying and documenting these trends, this article discusses the ethical implications of such movements. In …

Farm Animals And Their Welfare In 2000, David Fraser, Joy Mench, Suzanne Millman

State of the Animals 2001

Farm animals have been a traditional concern of the modern animal protection movement. In the early 1800s, when the movement emerged as a significant sociopolitical force in the United Kingdom, its first priority was protection of farm animals, with particular emphasis on cattle and horses. Subsequently priorities changed, and throughout most of the 1900s, animal protectionism in Europe and the English-speaking world focused more strongly on the use of animals for scientific research and on the rescue of abandoned or ill-treated companion animals. Today, however, with vigorous public debate over animal agriculture and its effects, farm animals are re-emerging as …

Ideation And Appropriation: Wittgenstein On Intellectual Property, Julian Friedland

Julian Friedland

This paper provides a critique of the contemporary notion of intellectual property based on the consequences of Wittgenstein’s “private language argument”. The reticence commonly felt toward recent applications of patent law, e.g., sports moves, is held to expose erroneous metaphysical assumptions inherent in the spirit of current IP legislation. It is argued that the modern conception of intellectual property as a kind of natural right, stems from the mistaken internalist or Augustinian picture of language that Wittgenstein attempted to diffuse. This view becomes persuasive once it is shown that a complete understanding of the argument against private language must include …

Rights Of Inequality: Rawlsian Justice, Equal Opportunity, And The Status Of The Family, Justin Schwartz

Justin Schwartz

Is the family subject to principles of justice? In A Theory of Justice, John Rawls includes the (monogamous) family along with the market and the government as among the "basic institutions of society" to which principles of justice apply. Justice, he famously insists, is primary in politics as truth is in science: the only excuse for tolerating injustice is that no lesser injustice is possible. The point of the present paper is that Rawls doesn't actually mean this. When it comes to the family, and in particular its impact on fair equal opportunity (the first part of the the Difference …

A "New" Theory Of Management, Andrew Sikula Sr., Kurt Olmosk, Chong W. Kim, Stephen Cupps

Management Faculty Research

This article presents a "new" theory of management for the new millennium: "new" not because singularly the ideas are recent, but because the combination of these older ideas collectively is novel. To some extent, this article represents the reestablishment of previously existing employment ethics that for various and sundry reasons lapsed into disuse in the past several decades. This article discusses employee relations ethics (ERE) in terms of an ERE credo and a set of assumptions. The modern millennium mission states that all organizations (public and private) should primarily be employee centered, not owner or administrator controlled, customer or client …

On Insider Trading, Markets, And "Negative" Property Rights In Information, Zohar Goshen, Gideon Parchomovsky

All Faculty Scholarship

No abstract provided.

Qualitative Assessment Of Animal Behaviour As An On-Farm Welfare-Monitoring Tool, Françoise Wemelsfelder, Alistair B. Lawrence

Sentience Collection

There is a growing need to monitor the health and welfare of farm animals, and to develop methods which do so efficiently and reliably. A crucial problem with current methods is the integration of separate measurements taken during farm visits into accurate judgements of an animal’s overall welfare state. This paper proposes that the qualitative assessment of animal behaviour may serve as an integrative methodology which could guide the interpretation of other, more detailed welfare measurements. Recent research has demonstrated qualitative behaviour assessment to be reliable and repeatable under controlled experimental conditions. The paper concludes with a discussion of ways …

Shaming In Corporate Law, David A. Skeel Jr.

All Faculty Scholarship

Along with the burgeoning legal literature on norms has come a renewed interest in the use of shaming sanctions as an alternative to standard forms of punishment. Shaming enthusiasts such as Professor Dan Kahan have argued that shaming sanctions can be used either as an independent sanction, or to supplement sanctions such as fines that might not otherwise convey an adequate amount of moral disapproval. Shaming skeptics worry that shaming sanctions will lead to idiosyncratic or unpredictable enforcement. This Article focuses on the role that shaming can or could play in corporate law. Although this Article is not the first …

Two Observations On Holocaust Claims, William W. Bratton

All Faculty Scholarship

No abstract provided.

Corporate Governance Reform And The 'New' Corporate Social Responsibility, Douglas M. Branson

Articles

The history of corporate governance "reform" begins with Adolf Berle and Gardiner Means's "The Modern Corporation and Private Property," first published in 1932. That book posited the "separation of ownership from control," discussed in the first section of this essay.

The subsequent history of corporate governance reform has been the postulation, by academics and others, of solutions to problems posed by the separation of ownership from control.

One subset of proposed reforms, those of the 1970s, formed the "corporate social responsibility movement." During that era, reformers urged governmental intervention which, as a matter of general corporate law, would expand corporate …

Minor Distractions: Children, Privacy And E-Commerce, Anita L. Allen

All Faculty Scholarship

No abstract provided.

Civility In The Academy, Robert Bennett

Robert B. Bennett

Note: full-text not available due to publisher restrictions. Link takes you to an external site where you can purchase the article or borrow it from a local library.

La Responsabilidad Civil Por Productos Defectuosos: Perspectivas Para La Aplicación Y El Desarrollo De La Directiva 85/374/Cee, Luis González Vaqué

Luis González Vaqué

En 1985, cuando fue adoptada la Directiva 85/374/ CEE, el legislador comunitario partió de la base de que se trataba de una normativa ‘mejorable’, por lo que impuso a la Comisión la tarea de vigilar la eficacia de su aplicación y de proponer, eventualmente, su revisión.

Con todos sus defectos, la Directiva 85/374/CEE contribuye a incrementar el nivel de protección frente a los productos defectuosos, entre otras razones, porque constituye una ‘espada de Damocles’ que incita a los productores a maximizar sus esfuerzos para producir sin riesgos innecesarios para la salud y la integridad humanas y porque, una vez que …