The study was prompted by (a) Frederick and Vogel's debate concerning future research in business and society, (b) such recently reported managerial excesses as golden parachutes, greenmail, and fraud, (c) the increasing emphasis on coursework in the area. It appears that there is a need to assess how students, our future business leaders, perceive social issues and if a business and society course can help them define and understand the importance of these issues.Three questions provided the focal point: (1) Which (...) issues do students perceive as most important before and after completing the course? (2) How much importance do students place on issues? (3) Does completing a business and society course make a significant difference in how students perceive the importance of the issues presented? (shrink)

This paper will present a review of the approaches being taken to select the management of organizations resulting from mergers and the methods employed in determining the individuals who will be terminated when there are redundancies. Current approaches are ethically questionable and poor substitutes for a meaningful performance evaluation system.

. Recent corporate scandals have focused the attention of a broad set of constituencies on reforming corporate governance. Boards of directors play a leading role in corporate governance and any significant reforms must encompass their role. To date, most reform proposals have targeted the legal, rather than the ethical obligations of directors. Legal reforms without proper attention to ethical obligations will likely prove ineffectual. The ethical role of directors is critical. Directors have overall responsibility for the ethics and compliance programs (...) of the corporation. The tone at the top that they set by example and action is central to the overall ethical environment of their firms. This role is reinforced by their legal responsibilities to provide oversight of the financial performance of the firm. Underlying this analysis is the critical assumption that ethical behavior, especially on the part of corporate leaders, leads to the best long-term interests of the corporation. We describe key components of a framework for a code of ethics for corporate boards and individual directors. The proposed code framework is based on six universal core ethical values: (1) honesty; (2) integrity; (3) loyalty; (4) responsibility; (5) fairness; and (6) citizenship. The paper concludes by suggesting critical issues that need to be dealt with in firm-based codes of ethics for directors. (shrink)

This article develops and applies a knowledge-based framework for understanding and interpreting executive compensation under the rubric of ethical consideration. This framework classifies six major ethical considerations that reflect issues in compensation design. We emphasize that these six ethical considerations are influenced by liberty and equality concepts. This framework helps to highlight areas where executive compensation has not been well spelled out.

The controversial issue of whether Chief Executive Officer (CEO) compensation is excessive or appropriate is examined in terms of two competing claims: that CEOs are overpaid for the value they provide to an enterprise, and that CEO compensation is inherently equitable. Various arguments and perspectives on both sides of the issue are assessed. Little evidence supports the claim that CEO performance justifies very high compensation. Further, the complex interactive alliance between boards of directors and CEOs compromises rational decision-making about CEO (...) compensation, with the Enron affair offered as an illustration of what can go wrong when dishonest CEO actions combine with lax board oversight. Recommendations for restoring trust in the system include continuing current regulatory actions, using different metrics for determining CEO compensation, making board member-CEO relationships transparent to all company stakeholders, and several more radical ideas for change. Stakeholders must resist being distracted by other social, economic, or political issues from pursuing serious, lasting reform. (shrink)

The eighties and nineties have seen much debate about CEO compensation. Critics of CEO compensation support their contention of excessive and inequitable CEO pay based on a number of factors and premises. This paper examines the validity of these arguments. We show why many of these arguments fail to persuade, in part, because they attempt to determine propriety of CEO pay without having a definitive standard for comparison. Arguments based on comparisons between CEO pay and the pay of other individuals (...) or jobs or between CEO pay and firm performance are shown to be an insufficient mechanism to determine the appropriateness of CEO compensation. (shrink)

Recent scandals allegedly linked to CEO compensation have brought executive compensation and perquisites to the forefront of debate about constraining executive compensation and reforming the associated corporate governance structure. We briefly describe the structure of executive compensation, and the agency theory framework that has commonly been used to conceptualize executives acting on behalf of shareholders. We detail some criticisms of executive compensation and associated ethical issues, and then discuss what previous research suggests are likely intended and unintended consequences of some (...) widely proposed executive compensation reforms. We explicitly discuss the following recommendations for reform: require greater independence of compensation committees, require executives to hold equity in the corporation, require greater disclosure of executive compensation, increase institutional investor involvement in corporate governance (including executive compensation), and require firms to expense stock options on their income statements. We provide a brief summary discussion of ethical issues related to executive compensation, and describe possible future research. (shrink)

The purpose of this paper is to explore job performance, mergers and acquisitions (M&A) from an ethical perceptive. A great number of studies have extensively discussed the link between M&A and performance; however, most focused on the financial functions and strategy selections. Although ethical issues emerge in the M&A process, it is a less studied area. This study adopted the structural equation modeling approach to empirically test our hypotheses. Based on 264 samples from financial companies, data analyses indicated that ethical (...) conduct in M&A is significantly correlated with employee job performance. Ensuring employment security and caring practices can significantly explain organizational commitment. Organizational commitment also plays a significant mediating role between a company’s ethical conduct and employee job performance. Managerial implications are also provided. (shrink)

During the last decade, there has been a wave of mergers and hostile takeovers throughout the corporate world. This wave has been accompanied by various defensive strategies of managers to defend target firms from these takeovers. These include: greenmail, golden parachutes, and leveraged management buyouts. This paper examines hostile takeovers and defenses against them from a stakeholder point of view; that is, from a consideration of the various obligations a firm has to the different groups that have a stake in (...) the firm. I conclude that many stakeholders, such as workers and communities, have unjustly suffered as a result of hostile takeovers and the associated defenses, and that their rights as stakeholders have been violated. Finally, I suggest some possible reforms to protect these stakeholders in the future. (shrink)

Board composition, insider participation on compensation committees, and director compensation practices can potentially cause conflicts of interest between directors and shareholders. If these corporate governance structures result in situations where actions beneficial to directors do not also benefit shareholders, then shareholders may suffer.Corporate ethics programs usually address conflicts of interest that may arise in the firm''s activities. Some boards of directors take active roles in their firms'' ethics programs by actively overseeing the programs. This paper empirically examines the relationship between (...) ethics programs and potential conflicts of interest and the relationship between board involvement in a firm''s ethics program and potential conflicts of interest. (shrink)

The 1980s witnessed a dramatic increase in hostile takeovers in the United States. Proponents argue that well- planned mergers enhance the value of the firm and the value of the firm to society. Critics typically argue that undesired takeovers ultimately harm society due to external costs not borne by the acquiring firm. To be socially responsible, the manager must consider the effects of the merger/acquisition on all stakeholders. Different traditional ethical frameworks for decision making are proposed and reviewed. A model (...) is proposed. (shrink)

The topic of Chief Executive Officer (CEO) compensation has been a focus of interest for many years. The purpose of this article is to explore the ethical dimensions of various generally accepted theories of CEO renumeration. We argue that a contractarian approach, based on the Kantian ethical framework, can be used to augment the existing contingent pay models.While the neoclassical economic model of the firm views the maximization of the shareholders'' wealth as the sole responsibility of top management, a contractarian (...) approach regards the balancing of various stakeholders'' interests as the primary task of top management. Ethical problems emerge when there are divergent, yet equally justifiable interests which compete in order to channel organizational resources to meet their own needs. In this situation, given the inherent ambiguities and ever present possibilities of multiple perspectives, it may not always be feasible to provide a categorical answer to the question of whether the CEO''s decisions are ethical. We suggest that a broad interpretation of the neoclassical theory of the firm, one that is grounded in Kantian and contractarian ethics, can serve as a basis for a reconciliation of different theories of executive compensation. (shrink)

Compensation systems are an integral part of the relationships organizations establish with their employees. For many years, researchers viewed pay systems as an efficient way to bring market-like labour exchanges inside organizations. This view suggested that only economic considerations matter for understanding how compensation systems effect organizations and their employees. Advances in organizational research, particularly those focused on issues of justice and fairness, suggest that the fully understanding the outcomes of compensation systems requires examining their psychological, social, and moral effects.