Abstract

Lorenzo Sacconi's The Social Contract of the Firm (Berlin, Springer, 2000) is a major contribution to the normative theory of the firm. It contains a full-fledged contractarian explanation of the role of Corporate Codes of Ethics. Sacconi proposes a game-theoretical model of the normative structure of the firm, including explicit and implicit contracts binding the members of the organisation, and the so-called constitutional contract: the hypothetical agreement that sets the basic co-operative structure in which the organisation consists. While Sacconi's theory is sound and full of suggestions, it is doubtful whether it completely grasps the nature of organisational ethics. In presenting organisations as the product of an agreement among self-interested individuals, the model does not account for the social and systemic embeddedness of business institutions. This paper points to several shortcomings of Sacconi's view, and explores alternative understandings of a contractarian morality as applied to business ethics.