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Ethics and Corporate Governance

Clark, C., Newell, S. M. (2013). Institutional work and complicit decoupling across the U.S. capital markets: The work of rating agencies. Business Ethics Quarterly, 23 (1), 1-30. (link)

For more information, please contact: Cynthia Clark (

Clark, C., Newell, S. M. (2013). Conflicts of Interest and Collusion in Capital Markets: The Ethical Risks of Maintaining an Institution. Business and Society Review, 118 (1), 105-134. (link)

For more information, please contact: Cynthia Clark (

Clark, C., Van Buren, H. J. (2013) Compound Conflicts of Interest in the U.S. Proxy System. Journal of Business Ethics. 1-17 (link)

For more information, please contact: Cynthia Clark (

Hoffman, W., Rowe, M. (2013). Reinventing the Corporate Ethics Officer: A Strategy for Superior Governance and Integrity. Notizie di Politeia, XXIV, #89 (#89, 2008).

For more information, please contact: Mike Hoffman (

Buono, A. F, Wiggins, R. A. (2010). “Acquisitions, Mergers and Takeovers,” in Boatright, John (Eds.), Finance Ethics: Critical Issues in Theory and Practice (pp. 531-546). Hoboken, NJ: John Wiley & Sons, 2010, pp. 531-547.

The chapter explores the ethical ramifications of different forms of organizational combination, comparing and contrasting key considerations in acquisitions, mergers, and takeovers (AMTs). Beginning with the distinctions between these different ownership strategies, the analysis traces the concerns and ramifications of AMTs across the past three decades, drawing out related transaction and valuation trends. The central focus of the discussion is placed on ethical considerations embedded in AMT processes and outcomes, in both hostile takeovers and “friendly” mergers and acquisitions. A broad array of tactics to prevent or stave off unwanted advances – referred to as shark repellent – are discussed and key ethical considerations are examined. The chapter concludes with an assessment of competing claims and conflicts of interest, especially in terms of executive compensation and organizational culture conflict, secrecy versus deception in the combination process, employee participation and the management of grief, loss, and termination, insider trading, and the role of boards of directors.

For more information, please contact: Tony Buono ( or Roy Wiggins (

Hoffman, W.M. (2010). Repositioning the Corporate Ethics Officer. Business Ethics Quarterly, 20 (4). 744-745.

Contrary to popular opinion, the development of ethics in corporations has made great strides over the past twenty-five years, including the creation of the corporate ethics officer (EO). The analysis of the corporate scandals you have witnessed over the years has increasingly called into question the roles and responsibilities of boards of directors. Reasons for this governance failure range from passivity, acquiescence, and even indifference to collusion largely due to conflicts of interest. This repositioning of the EO eliminates the conflict-of-interest issue since the EO is answerable to the board, not to management, and thereby can function objectively and independently in overseeing the ethics of management. By making the EO the board's agent, the second problem is eliminated. The EO's authority and status will increase, and the necessary resources will be guaranteed.

For more information, please contact: Mike Hoffman (

Jurgens, M., Berthon, P., Papania, L. (2010). Stakeholder theory and practice in Europe and North America: The key to success lies in a marketing approach. Industrial Marketing Management, 39 (5), 769–775. 

Corporate reputation in Europe and North America is increasingly seen as a function of how firms treat their stakeholders. In the United States, stakeholder theory has been touted as a paradigm of good management; yet despite enlightened stakeholder practice at home, US firms continue to run into problems in Europe. Wal-Mart, Microsoft, and GE have, in one way or another, all been caught off guard when doing business in Europe. This paper suggests that some of the stakeholder relations difficulties encountered by US corporations in Europe can be explained by fundamental cultural and philosophical differences between these regions that affect how stakeholders are viewed and how relations with those groups are managed. In this paper, we examine the historical and socio-political forces influencing stakeholder theory in the US and northern Europe and then use a business-to-business marketing approach to show how US firms might develop an approach to stakeholder relations that fits the northern European environment.

For more information, please contact: Pierre Berthon (

Moriarty, J., Heath, J., Norman, W. (2010). Business Ethics and (or as) Political Philosophy.Business Ethics Quarterly, 20 (3), 427-452.

There is considerable overlap between the interests of business ethicists and those of political philosophers. Questions about the moral justifiability of the capitalist system, the basis of property rights, and the problem of inequality in the distribution of income have been of central importance in both fields. However, political philosophers have developed, especially over the past four decades, a set of tools and concepts for addressing these questions that are in many ways quite distinctive. Most business ethicists, on the other hand, consider their field to be primarily a domain of applied ethics, and so adopt methods and conceptual frameworks developed by moral philosophers. In this paper, we discuss some of the salient differences between these two approaches, and suggest some ways in which business ethicists could benefit from taking a more "political philosophy" approach to these questions. Throughout, we underline the importance of seeking greater compatibility among the principles used in normative theorizing about markets, regulations, corporate governance, and business practices.

For more information contact: Jeffrey Moriarty (

Williams, C.C., Mas, E. S. (2010). Corporate governance and business ethics in the European Union: A cluster analysis. Journal of Global Responsibility, 1 (1), 98-126.

The purpose of this paper is to examine the underlying differences in European Union (EU) country approaches to corporate governance and business ethics given the conformity imposed by the EU's recent standardization directives. The authors conducted a multivariate statistical analysis, involving a two-stage procedure where hierarchical and non-hierarchical methods are used in tandem, using data from the 27 EU countries and 38 factors from the economic freedom of the world (EFW) index. Despite the call for standardization by the EU's Transparency Directive, countries within the EU are adapting their governance and ethics practices, according to their own technical, cultural, and political process, creating unintended changes to the directive, especially in the implementation phase. The paper provides empirical support for the comparative governance perspective at the cross-cultural level for differences in the implementation practices of governance and business ethics across a representative set of four clusters within the 27 EU countries.

For more information, please contact: Cynthia Clark (

Williams, C.C, Ryan, L. (2010). Ethics in Investor Relations. In J. Boatright (Eds.), Finance Ethics: Critical Issues in Theory and Practice (pp. 475-493). Hoboken, NJ: John Wiley & Sons.

Traditional scholarship on investor relations has been dominated by tests of the financial or capital market-based effects of information disclosure decisions, such as reducing the cost of capital, attracting an analyst following, achieving fair valuation, and managing the agency problems between corporate insiders and outside shareholders. This approach has placed economic outcomes at the center of most researchers’ investigations, and the result has been a rather narrow conception of investor relations as a financial concern, to the exclusion of the ethical implications of the profession. Therefore, in this chapter, we discuss the variety of ethical nuances that arise when IROs make decisions about the content and flow of information that they share with—or withhold from—potential and current investors.

For more information, please contact: Cynthia Clark (

Yates, D. J., Weiss, J. W., Gulati, G. J. (2010). Universal Broadband: An Analysis of Global Stakeholders and the Pursuit of the Common Good. International Journal of Innovation in the Digital Economy, 1 (2), 25-43.

A new digital divide is emerging both within and between nations that is due to inequalities in broadband Internet access. To bridge the global broadband divide, organizations and individuals must collaborate to provide broadband access to a converged high-speed Internet for both rich and poor citizens worldwide. The authors argue that addressing this global problem is an ethical imperative that requires bridging the perspectives of multiple stakeholders and applying their collective resources, power and will. This paper develops a comprehensive framework, using stakeholder theory, which identifies the global stakeholders as well as the roles and responsibilities that these stakeholders must assume to balance their self-interest with serving the common good. The authors’ framework also highlights relationships between key stakeholders, namely governments and their citizens, businesses in the information and communication technology (ICT) industries, and other organizations. This paper makes four important observations that can guide governments and other stakeholders in bridging the broadband divide in pursuit of the common good.

For more information, please contact: David Yates ( or Joseph Weiss ( or Jeff Gulati (

Williams, C.C., Ryan, L.V. (2007). Courting Shareholders: The Ethical Implications of Altering Ownership Structures. Business Ethics Quarterly, 17 (4), 669-688.

Most ethicists agree that corporate executives owe their investors the duties of loyalty, candor, and care. These fiduciary duties undergird the promises made to shareholders at the time of incorporation, placing on executives moral obligations to engage in fair dealing and to avoid conflicts of interest. We concur that executives owe all of their existing shareholders both promise-keeping and fiduciary duties and argue that some corporate executives violate these responsibilities by attempting to withhold information from (or limit information to) some shareholders while courting others. We analyze the ethical implications of six techniques and tools that executives use to attract certain types of shareholders while deterring others. We conclude with recommended structural and behavioral changes to these current managerial and investor practices.

For additional information, contact Cynthia Clark (