David Bourget (Western Ontario)
David Chalmers (ANU, NYU)
Rafael De Clercq
Jack Alan Reynolds
Learn more about PhilPapers
Business Ethics Quarterly 18 (3):321-346 (2008)
Managers have a unique fiduciary responsibility to shareholders of a firm that implies a set of ethical obligations. At a minimum, managers are required to protect shareholder’s interests when other stakeholders are unaffected by their decision. This ethical imperative has been established in the literature. In cases of conflicts of interest between managers and shareholders, the board of directors of the firm has an ethical obligation to shareholders. The structure of the boardcan affect its ability to fulfill this obligation. Two specific cases where managerial actions have been argued to be unethical are the adoption of classified boards and poison pills. In this study, we empirically analyze the role of board structure in protecting shareholder rights in the specific case of antitakeover provisions. We test this question on a sample of firms whose shareholders have voted to remove antitakeover provisions and find that independent, focused boards are more likely to accede to shareholder resolutions than are less independent boards. Board size is also important and related to other board structures. We draw implications of this finding for future research on the ethics of board governance
|Keywords||No keywords specified (fix it)|
|Categories||categorize this paper)|
Setup an account with your affiliations in order to access resources via your University's proxy server
Configure custom proxy (use this if your affiliation does not provide a proxy)
|Through your library|
References found in this work BETA
No references found.
Citations of this work BETA
No citations found.
Similar books and articles
Shawn D. Howton, Shelly W. Howton & Victoria B. McWilliams (2008). The Ethical Implications of Ignoring Shareholder Directives to Remove Antitakeover Provisions. Business Ethics Quarterly 18 (3):321-346.
Donald Nordberg (2012). Rules of the Game: Whose Value is Served When the Board Fires the Owners? Business Ethics 21 (3):298-309.
Shalini Perumpral, Dan Davidson & Nilanjin Sen (1999). Event Risk Covenants and Shareholder Wealth: Ethical Implications of the "Poison Put" Provision in Bonds. [REVIEW] Journal of Business Ethics 22 (2):119 - 132.
Andrew J. Felo (2001). Ethics Programs, Board Involvement, and Potential Conflicts of Interest in Corporate Governance. Journal of Business Ethics 32 (3):205 - 218.
Thomas A. Hemphill (2007). The US Securities and Exchange Commission and Shareholder Director Nominations: Paving the Way for Special Interest Directors? International Journal of Business Governance and Ethics 3 (1):19-32.
Kathleen Rehbein, Jeanne M. Logsdon & Harry J. Buren (2013). Corporate Responses to Shareholder Activists: Considering the Dialogue Alternative. [REVIEW] Journal of Business Ethics 112 (1):137-154.
Yin-Hua Yeh, Tsun-Siou Lee & Pei-Gi Shu (2008). The Agency Problems Embedded in Firm's Equity Investment. Journal of Business Ethics 79 (1/2):151 - 166.
Coral B. Ingley (2008). Company Growth and Board Attitudes to Corporate Social Responsibility. International Journal of Business Governance and Ethics 4 (1):17-39.
Luca Cerioni, Andrew Keay & Joan Loughrey, Legal Practitioners, Enlightened Shareholder Value and the Shaping of Corporate Governance.
Pietra Rivoli (1995). Ethical Aspects of Investor Behavior. Journal of Business Ethics 14 (4):265 - 277.
Earl W. Spurgin (2001). Do Shareholders Have Obligations to Stakeholders? Journal of Business Ethics 33 (4):287 - 297.
Najah Attig (2007). Family Pyramidal Holdings and Board of Directors. International Journal of Business Governance and Ethics 3 (4):394-406.
Peter Koslowski (2000). The Limits of Shareholder Value. Journal of Business Ethics 27 (1-2):137 - 148.
John R. Boatright (1994). Fiduciary Duties and the Shareholder-Management Relation. Business Ethics Quarterly 4 (4):393-407.
Added to index2011-01-09
Total downloads4 ( #267,800 of 1,101,944 )
Recent downloads (6 months)3 ( #128,846 of 1,101,944 )
How can I increase my downloads?