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The document discusses two defenses of the economic model that prioritizes private property rights and profit maximization. It raises challenges to these defenses. The first defense is that managers have an obligation to maximize profits for owners. The document challenges this, noting that property rights are not absolute and must consider others' rights. The second defense is that stockholders grant limited liability and control over corporate property, but this ownership may not include all personal property rights. It questions equating stock ownership with full control. The document argues compliance with law alone is not sufficient for ethical corporate responsibility.
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Sec 3 7
The stakeholder model of corporate social responsibility rejects the view that stockholders are the only group with legitimate claims over managerial decisions. It argues that managers have equal ethical duties to consider the interests of other stakeholders such as employees, customers, suppliers, and local communities. The stakeholder model requires managers to balance the competing interests of all stakeholder groups, giving equal consideration to each, rather than prioritizing stockholders' financial interests over all others. Critics argue it is difficult to implement the stakeholder model in practice due to challenges in identifying stakeholders, determining their interests, and deciding on a course of action that properly balances all interests.
Sec 3 6
The document discusses modified versions of the economic model of corporate social responsibility. It summarizes Norman Bowie's view that businesses have a moral obligation to cause no harm that overrides other ethical duties like preventing harm or doing good. However, the document argues that clearly distinguishing between causing harm and preventing harm, or between harm and good, is difficult. It concludes that determining corporate social responsibility requires case-by-case analysis rather than broad principles.
Sec 3 1 and 3-2
The document summarizes the economic model of corporate social responsibility, which argues that a corporation's only social responsibility is to maximize profits for its shareholders within legal bounds. It outlines the model's roots in free market theory and utilitarianism. The model is illustrated using Walmart as an example of a corporation pursuing strategies like low prices that maximize profits and benefit consumers according to this view.
Sec 3 5
The philanthropic model of corporate social responsibility views business contributions to social causes as voluntary acts of philanthropy, not obligations. Under this model, businesses may support social causes through charitable donations that provide public relations benefits, tax deductions, and goodwill. Some businesses contribute anonymously without seeking benefits. However, philanthropic acts done primarily for economic or reputational gains are not fully ethical forms of social responsibility.
Sec 3 8
This document discusses strategic models of corporate social responsibility. It presents perspectives that businesses should balance pursuing profits with social responsibility. Some organizations, like non-profits and social enterprises led by entrepreneurs, have social goals as their central mission. The document argues that sustainability should be at the heart of every corporate mission, with financial goals balanced against environmental considerations, as the long-term financial well-being of firms depends on how they affect and are affected by the natural environment.
Sec 3 3
The document summarizes criticisms of the utilitarian defense of an economic model of corporate social responsibility. It argues that free markets alone do not ensure optimal social outcomes and maximum utility due to market failures and the possibility that maximizing individual utility does not equate to maximizing social welfare. It also questions whether efficiently satisfying consumer preferences through economic growth always leads to ethical ends or individual and social happiness. The document advocates considering alternative public policy approaches to address these issues rather than relying solely on private market mechanisms.
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This document discusses concepts of corporate social responsibility and corporate citizenship. It addresses key debates around whether corporations have social responsibilities beyond profit generation for shareholders. It outlines Milton Friedman's argument that corporations only have economic responsibilities and discusses counterarguments that corporations can be morally responsible. The document also discusses stakeholder theory and how corporations affect and are affected by a wide range of stakeholders, not just shareholders. It examines different models of corporate social responsibility and citizenship, from limited views focused on philanthropy to extended views incorporating political and social dimensions.
The Social Responsibility Of Business by Milton Friedman
Milton Friedman argued in a 1970 New York Times article that a business's sole purpose is to generate profit for shareholders. He claimed that adopting "responsible" attitudes would constrain companies and make them less competitive. Friedman argued that acting in a socially responsible way, such as reducing pollution beyond profit-maximizing levels, amounts to executives acting as public employees by allocating corporate money to social causes rather than shareholders. However, others disagreed with Friedman's view, including the president of Quaker Oats, who said profit is not the only purpose of a business and that companies must consider returns on all assets, including natural resources.
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Sec 3 7
The stakeholder model of corporate social responsibility rejects the view that stockholders are the only group with legitimate claims over managerial decisions. It argues that managers have equal ethical duties to consider the interests of other stakeholders such as employees, customers, suppliers, and local communities. The stakeholder model requires managers to balance the competing interests of all stakeholder groups, giving equal consideration to each, rather than prioritizing stockholders' financial interests over all others. Critics argue it is difficult to implement the stakeholder model in practice due to challenges in identifying stakeholders, determining their interests, and deciding on a course of action that properly balances all interests.
Sec 3 6
The document discusses modified versions of the economic model of corporate social responsibility. It summarizes Norman Bowie's view that businesses have a moral obligation to cause no harm that overrides other ethical duties like preventing harm or doing good. However, the document argues that clearly distinguishing between causing harm and preventing harm, or between harm and good, is difficult. It concludes that determining corporate social responsibility requires case-by-case analysis rather than broad principles.
Sec 3 1 and 3-2
The document summarizes the economic model of corporate social responsibility, which argues that a corporation's only social responsibility is to maximize profits for its shareholders within legal bounds. It outlines the model's roots in free market theory and utilitarianism. The model is illustrated using Walmart as an example of a corporation pursuing strategies like low prices that maximize profits and benefit consumers according to this view.
Sec 3 5
The philanthropic model of corporate social responsibility views business contributions to social causes as voluntary acts of philanthropy, not obligations. Under this model, businesses may support social causes through charitable donations that provide public relations benefits, tax deductions, and goodwill. Some businesses contribute anonymously without seeking benefits. However, philanthropic acts done primarily for economic or reputational gains are not fully ethical forms of social responsibility.
Sec 3 8
This document discusses strategic models of corporate social responsibility. It presents perspectives that businesses should balance pursuing profits with social responsibility. Some organizations, like non-profits and social enterprises led by entrepreneurs, have social goals as their central mission. The document argues that sustainability should be at the heart of every corporate mission, with financial goals balanced against environmental considerations, as the long-term financial well-being of firms depends on how they affect and are affected by the natural environment.
Sec 3 3
The document summarizes criticisms of the utilitarian defense of an economic model of corporate social responsibility. It argues that free markets alone do not ensure optimal social outcomes and maximum utility due to market failures and the possibility that maximizing individual utility does not equate to maximizing social welfare. It also questions whether efficiently satisfying consumer preferences through economic growth always leads to ethical ends or individual and social happiness. The document advocates considering alternative public policy approaches to address these issues rather than relying solely on private market mechanisms.
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This document discusses concepts of corporate social responsibility and corporate citizenship. It addresses key debates around whether corporations have social responsibilities beyond profit generation for shareholders. It outlines Milton Friedman's argument that corporations only have economic responsibilities and discusses counterarguments that corporations can be morally responsible. The document also discusses stakeholder theory and how corporations affect and are affected by a wide range of stakeholders, not just shareholders. It examines different models of corporate social responsibility and citizenship, from limited views focused on philanthropy to extended views incorporating political and social dimensions.
The Social Responsibility Of Business by Milton Friedman
Milton Friedman argued in a 1970 New York Times article that a business's sole purpose is to generate profit for shareholders. He claimed that adopting "responsible" attitudes would constrain companies and make them less competitive. Friedman argued that acting in a socially responsible way, such as reducing pollution beyond profit-maximizing levels, amounts to executives acting as public employees by allocating corporate money to social causes rather than shareholders. However, others disagreed with Friedman's view, including the president of Quaker Oats, who said profit is not the only purpose of a business and that companies must consider returns on all assets, including natural resources.
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This document discusses different economic systems such as tradition-based societies, command economies, and market economies. It also discusses theories related to free markets and trade such as views proposed by Locke, Smith, Keynes, and Marx. Criticisms of free markets and theories supporting government intervention in markets are provided. The document also examines different justifications for and criticisms of free trade.
Shareholder Activism in the United States: Managing Shareholder Interventions
This is a presentation I gave at the University of Auckland Faculty of Law on May 19, 2014. It is based on my paper Preserving Director Primacy by Managing Shareholder Interventions (August 27, 2013), which is available at SSRN: http://ssrn.com/abstract=2298415.
Even though the primacy of the board of director primacy is deeply embedded in state corporate law, shareholder activism nevertheless has become an increasingly important feature of corporate governance in the United States. The financial crisis of 2008 and the ascendancy of the Democratic Party in Washington created an environment in which activists were able to considerably advance their agenda via the political process. At the same time, changes in managerial compensation, shareholder concentration, and board composition, outlook, and ideology, have also empowered activist shareholders.
There are strong normative arguments for disempowering shareholders and, accordingly, for rolling back the gains shareholder activists have made. Whether that will prove possible in the long run or not, however, in the near term attention must be paid to the problem of managing shareholder interventions.
This problem arises because not all shareholder interventions are created equally. Some are legitimately designed to improve corporate efficiency and performance, especially by holding poorly performing boards of directors and top management teams to account. But others are motivated by an activist’s belief that he or she has better ideas about how to run the company than the incumbents, which may be true sometimes but often seems dubious. Worse yet, some interventions are intended to advance an activist’s agenda that is not shared by other investors.
This paper proposes managing shareholder interventions through changes to the federal proxy rules designed to make it more difficult for activists to effect operational changes, while encouraging shareholder efforts to hold directors and managers accountable.
Friedman vs Carroll, Social responsibility and Ethics in Strategic Management
The document summarizes the views of Milton Friedman and Archie Carroll on corporate social responsibility. Friedman argues that the sole social responsibility of business is to increase profits for shareholders within legal bounds. Carroll proposes that businesses have economic, legal, ethical and discretionary responsibilities, with economic responsibilities being the primary concern. The document also provides examples of companies that follow Friedman's view of focusing solely on profits, as well as examples of companies that demonstrate Carroll's view of broader corporate social responsibilities.
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Good morning
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The document discusses and critiques Milton Friedman's view that the sole social responsibility of business is to increase profits for shareholders. It argues that Friedman fails to consider how business decisions can impact other stakeholders like employees, communities, and customers. Outsourcing labor solely to cut costs ignores these impacts and can damage productivity, reputation, and relationships over time. While increasing profits is important, the document advocates for a balanced view of corporate social responsibility that considers all stakeholders.
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There are several forms of business ownership. A sole proprietorship is owned and operated by one individual who owns the business assets and is responsible for debts and liabilities. A partnership involves multiple owners who share profits and losses according to an agreement. Partnerships can be general partnerships where partners share management and liability equally or limited partnerships where some partners have limited liability. Other forms of business ownership include joint ventures, corporations, and public sector organizations.
Director versus Shareholder Primacy in New Zealand Company Law as Compared to...
Any model of corporate governance must answer two basic sets of questions: (1) Who decides? In other words, when push comes to shove, who has ultimate control? (2) Whose interests prevail? When the ultimate decision maker is presented with a zero sum game, in which it must prefer the interests of one constituency class over those of all others, whose interests prevail?
On the means question, prior scholarship has almost uniformly favored either shareholder primacy or managerialism. On the ends question, prior scholarship has tended to favor either shareholder primacy or various stakeholder theories. In contrast, this author has proposed a “director primacy” model in which the board of directors is the ultimate decision maker but is required to evaluate decisions using shareholder wealth maximization as the governing normative rule.
Shareholder primacy is widely assumed to be a defining characteristic of New Zealand company law. In assessing that assumption, it is essential to distinguish between the means and ends of corporate governance. As to the latter, New Zealand law does establish shareholder wealth maximization as the corporate objective. As to the former, despite assigning managerial authority to the board of directors, New Zealand company law gives shareholders significant control rights.
Comparing New Zealand company law to the considerably more board-centric regime of U.S. corporate law raises a critical policy issue. If the separation of ownership and control mandated by the latter has significant efficiency advantages, as this article has argued, why has New Zealand opted for a more shareholder-centric model? The most plausible explanation focuses on domain issues, which suggest that there are a small number of New Zealand firms for which director primacy would be optimal. The unitary nature of the New Zealand government may also be a factor, because the competitive federalism inherent in the U.S. system of government promotes a race to the top in which efficient corporate law rules are favored.
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This document discusses stakeholders both internal and external to an organization. Internal stakeholders include employees, shareholders, and managers who are concerned with job security, profits, and the long term success of the company. External stakeholders include suppliers, customers, competitors, the government, and special interest groups. Special interest groups can include trade unions who advocate for workers' rights, pressure groups who influence policy changes, and industry trade groups who promote their industries. The interests and power of different stakeholders must be considered in business strategy and how to balance competing stakeholder needs.
Chapter 4 review
The document discusses the concept of corporate social responsibility (CSR). It defines CSR as actions by organizations to achieve social benefits beyond maximizing profits for shareholders and meeting legal obligations. It presents different perspectives on a corporation's obligations, such as the instrumental approach that a corporation's only obligation is to maximize profits, and the social contract approach that corporations have broader obligations to society. It also discusses drivers of CSR like transparency, sustainability concerns, and globalization. It introduces the "triple bottom line" of financial, social and environmental responsibilities and different types of CSR approaches organizations may take.
Revitalizing Rule 14a-8's ordinary business exclusion for shareholder proposals
Who decides what products a company should sell, what prices it should charge, and so on? Is it the board of directors, the top management team, or the shareholders? In large corporations, of course, the answer is the top management team operating under the supervision of the board. As for the shareholders, they traditionally have had no role in these sort of operational decisions. In recent years, however, shareholders have increasingly used SEC Exchange Act Rule 14a-8 (the so-called shareholder proposal rule), to not just manage but even micromanage corporate decisions.
The rule permits a qualifying shareholder of a public corporation registered with the SEC to force the company to include a resolution and supporting statement in the company’s proxy materials for its annual meeting. In theory, Rule 14a-8 contains limits on shareholder micro-management. The rule permits management to exclude proposals on a number of both technical and substantive bases, of which the exclusion in Rule 14a-8(i)(7) of proposals relating to ordinary business operations is the most pertinent for present purposes. Rule 14a-8(i)(7) is intended to permit exclusion of a proposal that “seeks to ‘micro-manage’ the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment.”
Unfortunately, court decisions have largely eviscerated the ordinary business operations exclusion. Corporate decisions involving “matters which have significant policy, economic or other implications inherent in them” may not be excluded as ordinary business matters, for example, which creates a gap through which countless proposals have made it onto corporate proxy statements.
Chapter # 10
This document summarizes a chapter about business responsibilities to consumers. It discusses product safety regulations and legal standards around defective products. It also covers other responsibilities like providing accurate labeling and packaging. The document examines debates around advertising, including whether it should aim to protect reasonable vs. ignorant consumers from deception. It also discusses debates on the impacts of advertising on consumer needs, manipulation, and children.
Unit 1.2 types of organizations
This document discusses different types of organizations. It outlines that private sector organizations are owned by private individuals and their main goal is usually profit, while public sector organizations are owned by the government and ensure access to basic needs. It also describes privatization as the transfer of public corporations to private ownership, with benefits including more competition but drawbacks being individuals pay for basic services. The document concludes by mentioning types of private sector organizations like sole traders, partnerships, and companies, as well as non-profits, and public-private enterprises like Private-Public Partnerships.
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The liberal model of work takes a middle ground between other perspectives. Liberals believe workers should freely choose their work goals but recognize work impacts workers. They assess work based on how it affects worker autonomy rather than a single human purpose. Liberals argue workers have rights in the workplace to protect goods like health and rationality that allow pursuit of individual goals, rejecting views that work meaning is purely subjective or that managers can dictate worker development.
Sec 5 1
This document introduces some key topics in business ethics by discussing the nature and purpose of work. It notes that while students often study and work primarily to earn a degree or money, work could potentially be more meaningful. The document then discusses how work is viewed in different philosophies - as a curse, a necessity for a good life, or something that can be uplifting or degrading depending on how it is structured within a business or society. It poses questions about the responsibilities of business and whether work should only be a means to an end or can also be an end in itself.
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This document discusses different economic systems such as tradition-based societies, command economies, and market economies. It also discusses theories related to free markets and trade such as views proposed by Locke, Smith, Keynes, and Marx. Criticisms of free markets and theories supporting government intervention in markets are provided. The document also examines different justifications for and criticisms of free trade.
Shareholder Activism in the United States: Managing Shareholder Interventions
This is a presentation I gave at the University of Auckland Faculty of Law on May 19, 2014. It is based on my paper Preserving Director Primacy by Managing Shareholder Interventions (August 27, 2013), which is available at SSRN: http://ssrn.com/abstract=2298415.
Even though the primacy of the board of director primacy is deeply embedded in state corporate law, shareholder activism nevertheless has become an increasingly important feature of corporate governance in the United States. The financial crisis of 2008 and the ascendancy of the Democratic Party in Washington created an environment in which activists were able to considerably advance their agenda via the political process. At the same time, changes in managerial compensation, shareholder concentration, and board composition, outlook, and ideology, have also empowered activist shareholders.
There are strong normative arguments for disempowering shareholders and, accordingly, for rolling back the gains shareholder activists have made. Whether that will prove possible in the long run or not, however, in the near term attention must be paid to the problem of managing shareholder interventions.
This problem arises because not all shareholder interventions are created equally. Some are legitimately designed to improve corporate efficiency and performance, especially by holding poorly performing boards of directors and top management teams to account. But others are motivated by an activist’s belief that he or she has better ideas about how to run the company than the incumbents, which may be true sometimes but often seems dubious. Worse yet, some interventions are intended to advance an activist’s agenda that is not shared by other investors.
This paper proposes managing shareholder interventions through changes to the federal proxy rules designed to make it more difficult for activists to effect operational changes, while encouraging shareholder efforts to hold directors and managers accountable.
Friedman vs Carroll, Social responsibility and Ethics in Strategic Management
The document summarizes the views of Milton Friedman and Archie Carroll on corporate social responsibility. Friedman argues that the sole social responsibility of business is to increase profits for shareholders within legal bounds. Carroll proposes that businesses have economic, legal, ethical and discretionary responsibilities, with economic responsibilities being the primary concern. The document also provides examples of companies that follow Friedman's view of focusing solely on profits, as well as examples of companies that demonstrate Carroll's view of broader corporate social responsibilities.
Ethical investment
This document discusses ethical investment. It defines ethical investment as strategies that seek both financial returns and social good by either avoiding companies in controversial sectors or targeting companies making a positive environmental/social impact. It provides tips for investing ethically, such as avoiding investments that cause harm and choosing ones that benefit society. The document also notes that public concern over issues like climate change has increased demand for ethical funds and evaluates Egypt as one of the worst emerging markets for ethical investment.
Good morning
Ethical dilemmas arise when individuals or groups must choose between options that involve wrongdoing or unethical actions. Common sources of ethical dilemmas include work-life balance issues, heavy workloads, unfair work distribution, lack of recognition, and office politics. Some examples of ethical dilemmas discussed are bribery, deception, handling black money, environmental issues, technological challenges, and deceptive advertising. Guidelines for managing ethical dilemmas include considering the overall benefits and costs (utility approach), respecting human rights, and ensuring a fair and just distribution of rewards and burdens (justice approach).
Friedman vs Carroll Corporate Social Responsibility & Outsourcing
The document discusses and critiques Milton Friedman's view that the sole social responsibility of business is to increase profits for shareholders. It argues that Friedman fails to consider how business decisions can impact other stakeholders like employees, communities, and customers. Outsourcing labor solely to cut costs ignores these impacts and can damage productivity, reputation, and relationships over time. While increasing profits is important, the document advocates for a balanced view of corporate social responsibility that considers all stakeholders.
Chap7 business org & mgt
This Chapter 7 was taken from the book ECONOMICS 3rd edition by Feliciano Fajardo.
This is for classroom instruction purposes.. Thank you
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The document discusses various ways for businesses to protect themselves from product liability claims, including obtaining proper insurance, implementing safety protocols, and establishing contracts and business entities like LLCs or corporations that can provide liability protections. It also examines factors to consider when choosing a business entity, such as taxation, control, and asset protection, and stresses the importance of properly drafting agreements and following filing requirements.
An Introduction to Benefit Corporations
This deck presents an introduction and overview of the so-called Benefit Corporation (a.k.a. the Public Benefit Corporation). It contrasts benefit corporations to related entities such as B Corps, flexible purpose corporations, non-profit corporations, and traditional business corporations.
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The document discusses various legal, ethical, social and environmental issues companies may face when conducting international business. Specifically, it addresses legal issues around jurisdiction, intellectual property, taxes and securities, and internet regulations. It also discusses ethical concerns regarding employment practices, corruption, human rights, and pollution. Further, it outlines social issues such as dealing with corrupt governments, war between trading nations, negative attitudes towards foreign investment, lack of infrastructure, and government interference. Finally, it examines environmental challenges including global warming, relocation of polluting industries, bans on importing some goods, and the role of trade in environmental preferences.
Corporate Sustainability - Theoretical Framework
The document discusses several theoretical frameworks that are relevant to research on corporate sustainability. It describes theories of social contract, corporate hypocrisy, stakeholder theory, institutional theory, accountability theory, and shareholder theory. Social contract theory suggests that without trust between citizens and government, tax collection will decrease. Stakeholder theory argues that firms should create value for all stakeholders, not just shareholders. Institutional theory proposes that business practices are influenced by societal norms and pressures.
Forms of Business Organizations
Forms of business organizations _sole trader,partnership,joint ventures,advantages and Disadvantages of various forms of business,momorendom of certificate, partnership Deed ,public corporation and government company.
Business studies for grade 10
There are several forms of business ownership. A sole proprietorship is owned and operated by one individual who owns the business assets and is responsible for debts and liabilities. A partnership involves multiple owners who share profits and losses according to an agreement. Partnerships can be general partnerships where partners share management and liability equally or limited partnerships where some partners have limited liability. Other forms of business ownership include joint ventures, corporations, and public sector organizations.
Director versus Shareholder Primacy in New Zealand Company Law as Compared to...
Any model of corporate governance must answer two basic sets of questions: (1) Who decides? In other words, when push comes to shove, who has ultimate control? (2) Whose interests prevail? When the ultimate decision maker is presented with a zero sum game, in which it must prefer the interests of one constituency class over those of all others, whose interests prevail?
On the means question, prior scholarship has almost uniformly favored either shareholder primacy or managerialism. On the ends question, prior scholarship has tended to favor either shareholder primacy or various stakeholder theories. In contrast, this author has proposed a “director primacy” model in which the board of directors is the ultimate decision maker but is required to evaluate decisions using shareholder wealth maximization as the governing normative rule.
Shareholder primacy is widely assumed to be a defining characteristic of New Zealand company law. In assessing that assumption, it is essential to distinguish between the means and ends of corporate governance. As to the latter, New Zealand law does establish shareholder wealth maximization as the corporate objective. As to the former, despite assigning managerial authority to the board of directors, New Zealand company law gives shareholders significant control rights.
Comparing New Zealand company law to the considerably more board-centric regime of U.S. corporate law raises a critical policy issue. If the separation of ownership and control mandated by the latter has significant efficiency advantages, as this article has argued, why has New Zealand opted for a more shareholder-centric model? The most plausible explanation focuses on domain issues, which suggest that there are a small number of New Zealand firms for which director primacy would be optimal. The unitary nature of the New Zealand government may also be a factor, because the competitive federalism inherent in the U.S. system of government promotes a race to the top in which efficient corporate law rules are favored.
Stakeholders
This document discusses stakeholders both internal and external to an organization. Internal stakeholders include employees, shareholders, and managers who are concerned with job security, profits, and the long term success of the company. External stakeholders include suppliers, customers, competitors, the government, and special interest groups. Special interest groups can include trade unions who advocate for workers' rights, pressure groups who influence policy changes, and industry trade groups who promote their industries. The interests and power of different stakeholders must be considered in business strategy and how to balance competing stakeholder needs.
Chapter 4 review
The document discusses the concept of corporate social responsibility (CSR). It defines CSR as actions by organizations to achieve social benefits beyond maximizing profits for shareholders and meeting legal obligations. It presents different perspectives on a corporation's obligations, such as the instrumental approach that a corporation's only obligation is to maximize profits, and the social contract approach that corporations have broader obligations to society. It also discusses drivers of CSR like transparency, sustainability concerns, and globalization. It introduces the "triple bottom line" of financial, social and environmental responsibilities and different types of CSR approaches organizations may take.
Revitalizing Rule 14a-8's ordinary business exclusion for shareholder proposals
Who decides what products a company should sell, what prices it should charge, and so on? Is it the board of directors, the top management team, or the shareholders? In large corporations, of course, the answer is the top management team operating under the supervision of the board. As for the shareholders, they traditionally have had no role in these sort of operational decisions. In recent years, however, shareholders have increasingly used SEC Exchange Act Rule 14a-8 (the so-called shareholder proposal rule), to not just manage but even micromanage corporate decisions.
The rule permits a qualifying shareholder of a public corporation registered with the SEC to force the company to include a resolution and supporting statement in the company’s proxy materials for its annual meeting. In theory, Rule 14a-8 contains limits on shareholder micro-management. The rule permits management to exclude proposals on a number of both technical and substantive bases, of which the exclusion in Rule 14a-8(i)(7) of proposals relating to ordinary business operations is the most pertinent for present purposes. Rule 14a-8(i)(7) is intended to permit exclusion of a proposal that “seeks to ‘micro-manage’ the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment.”
Unfortunately, court decisions have largely eviscerated the ordinary business operations exclusion. Corporate decisions involving “matters which have significant policy, economic or other implications inherent in them” may not be excluded as ordinary business matters, for example, which creates a gap through which countless proposals have made it onto corporate proxy statements.
Chapter # 10
This document summarizes a chapter about business responsibilities to consumers. It discusses product safety regulations and legal standards around defective products. It also covers other responsibilities like providing accurate labeling and packaging. The document examines debates around advertising, including whether it should aim to protect reasonable vs. ignorant consumers from deception. It also discusses debates on the impacts of advertising on consumer needs, manipulation, and children.
Unit 1.2 types of organizations
This document discusses different types of organizations. It outlines that private sector organizations are owned by private individuals and their main goal is usually profit, while public sector organizations are owned by the government and ensure access to basic needs. It also describes privatization as the transfer of public corporations to private ownership, with benefits including more competition but drawbacks being individuals pay for basic services. The document concludes by mentioning types of private sector organizations like sole traders, partnerships, and companies, as well as non-profits, and public-private enterprises like Private-Public Partnerships.
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Director versus Shareholder Primacy in New Zealand Company Law as Compared to...
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Sec 5 6
The liberal model of work takes a middle ground between other perspectives. Liberals believe workers should freely choose their work goals but recognize work impacts workers. They assess work based on how it affects worker autonomy rather than a single human purpose. Liberals argue workers have rights in the workplace to protect goods like health and rationality that allow pursuit of individual goals, rejecting views that work meaning is purely subjective or that managers can dictate worker development.
Sec 5 1
This document introduces some key topics in business ethics by discussing the nature and purpose of work. It notes that while students often study and work primarily to earn a degree or money, work could potentially be more meaningful. The document then discusses how work is viewed in different philosophies - as a curse, a necessity for a good life, or something that can be uplifting or degrading depending on how it is structured within a business or society. It poses questions about the responsibilities of business and whether work should only be a means to an end or can also be an end in itself.
Sec 5 2
This document discusses the different meanings of work and its importance. It covers:
1) Work has psychological and social impacts as it influences individuals' self-esteem and health as well as organizations' performance and employee retention.
2) Work can refer to a variety of activities from paid employment to unpaid domestic duties. People may identify themselves by their work through their job, career, or calling.
3) A career provides social status and self-esteem through development and advancement, while a calling integrally connects one's identity to their work activities.
Sec 5 3
Work provides value beyond just income. It can provide feelings of achievement, self-worth, and satisfaction from challenging goals. Work also has social value through status, respect, and companionship. Certain types of work are more socially valuable than others as they contribute more to the community. While work is necessary for income, its other values are often lost. An ethical workplace would aim to provide meaningful work that employees find worthwhile. However, not all can have highly valued jobs, so steps should be taken to increase work's value rather than decrease it.
Sec 5 5
The human fulfillment model views work as the primary means for people to develop their full human potential. It argues that through work, people can cultivate virtues like diligence, perseverance, and concentration that improve skills and character. Without work, people risk becoming apathetic. Unemployment has psychological costs like loss of self-esteem as well as social costs. The model claims that the right kind of work can foster human development and fulfillment by expressing our nature as social, creative beings.
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The document discusses various moral rights that employees may have in the workplace, including the right to due process, participation in decision making, and a safe work environment. It examines arguments for and against recognizing these potential rights, distinguishing between legal, contractual, and moral rights. Key debates include whether workers have a right to continued employment or if employers can fire at will, and whether health and safety regulations impose too high of a cost on businesses.
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This document summarizes key concepts from Chapter 3 of a business ethics textbook. It introduces the classical model of corporate social responsibility, which holds that a company's sole responsibility is to increase profits for shareholders. It also describes criticisms of this model, such as market failures and negative externalities. Additionally, it covers alternative models like the stakeholder theory, which argues that a company must consider the impacts of its decisions on all groups affected by the business. The chapter uses the example of Walmart to illustrate these different perspectives on a company's obligations to society.
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The document discusses several topics in ethical theory as they relate to business, including utilitarianism, relativism, egoism, and justice. It addresses criticisms of each view and debates their implications. For example, it examines whether CEO pay is just given inequality and whether cultural practices like child labor can be criticized. Overall, the document introduces key concepts in ethics and debates their application to issues in business and economics.
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This document discusses three main approaches to philosophical ethical reasoning: consequences, principles, and personal character. It also discusses the concept of ethical relativism, which argues that ethical values are dependent on culture and there is no objective right or wrong. The document asserts that ethical theories attempt to provide rational justifications for ethical decisions and avoid reaching relativist conclusions by not holding ethics to too high a standard, distinguishing disagreement from impossibility of agreement, and recognizing that some values like tolerance are more than just opinions.
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1) There are two influential versions of utilitarian public policy - one argues that experts can predict policy outcomes and maximize the overall good, while the other argues that competitive markets are best to attain utilitarian goals.
2) A dispute between these versions characterizes debates in business ethics, such as whether experts or the free market best determine workplace safety standards.
3) Utilitarian policy questions should be judged by consequences, with policy makers acting as neutral administrators and the public deciding policy goals through democracy.
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There are two main challenges to utilitarianism: 1) Problems finding a defensible way to measure and determine the overall good or happiness, as there is no agreement on how to quantify it. 2) Differing views of what constitutes the good can undermine individual freedom if people are obligated to act in ways that maximize the good even if they don't want to. A third challenge is that utilitarianism's focus on consequences seems to justify sacrificing individuals for the greater overall good, which denies the principle that the ends don't justify the means and seems to violate duties of justice, equality, and other moral principles.
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Deontological ethics holds that some actions are right or wrong regardless of their consequences. It denies that the ends justify the means. Kant's categorical imperative provides a principle of ethics - that we should only act according to maxims that could be universally followed. Using child labor violates our duty to respect children by treating them as means rather than ends. Rights protect fundamental interests connected to well-being and autonomy, overriding collective happiness.
Sec 2 3
Utilitarian ethics focuses on maximizing the overall good or happiness. It was influenced by thinkers like Bentham and Mill who argued that happiness is the ultimate good and the consequences of actions should be judged by how they affect the general welfare and happiness of all. Utilitarianism supports democratic institutions and free market capitalism as the most effective means to satisfy the most wants and needs of the greatest number of people. It judges policies based on their overall consequences rather than intentions alone.
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The document discusses teleological and deontological theories of ethics as applied to sport, with teleological theories focusing on outcomes and deontological theories on duties and rules. Utilitarianism and egoism are presented as teleological examples, while Kantian ethics and the golden rule represent deontological approaches. The document analyzes how these ethical theories can provide frameworks for evaluating different aspects of sport.
Desjardins5e ppt ch4
This document summarizes a chapter that discusses corporate culture, governance, and ethical leadership. It defines corporate culture and explains how culture impacts ethical decision-making. Leadership plays a key role in establishing culture through advocating ethical behavior and allocating resources to support ethics. Mission statements, codes of conduct, and reporting mechanisms can help integrate ethics, while assessments and audits ensure the culture is monitored. The government also influences culture through regulatory measures like the U.S. Sentencing Commission guidelines.
Desjardins5e ppt ch8
This document discusses several ethical issues in marketing, including product safety and pricing. It examines the evolution of products liability law in the US from caveat emptor to strict liability. Strict liability holds producers responsible for injuries caused by defective products even in the absence of negligence. The document also discusses ethical issues around pricing, such as price gouging, monopolistic pricing, and predatory pricing. Overall, it provides an ethical framework for evaluating issues in marketing and considers how marketing activities may respect consumer autonomy while balancing other values like health, safety and fairness.
Desjardins5e ppt ch9
The document discusses various ethical issues surrounding marketing and advertising practices. It examines the ethics of manipulation and deception in marketing. It also explores targeting vulnerable groups, such as the elderly, and whether marketers have a responsibility to protect vulnerable consumers. The document analyzes different views on how marketing may impact consumer autonomy and discusses debates around how to properly regulate deceptive marketing practices.
Desjardins5e ppt ch10
The document discusses business's environmental responsibilities and sustainable development. It introduces concepts like sustainable economics, natural capitalism, and the three pillars of sustainability - economic, environmental and social factors. The regulatory approach to business responsibility is discussed, along with its limitations. Alternative approaches aim to better link economic and environmental goals. A model of the economy as a subsystem of the biosphere is presented. The principles of natural capitalism are outlined, including increasing resource productivity, biomimicry, service-based business models, and reinvesting in natural capital. Overall the document examines different frameworks for understanding a business's role and ethical responsibilities regarding the environment.
Desjardins5e ppt ch11
This document summarizes key topics from Chapter 11 on diversity and discrimination in the workplace. It discusses how the US workforce is becoming more diverse in terms of gender, race, and ethnicity. It also examines issues like equal opportunity, affirmative action, preferential treatment, and workplace discrimination and harassment. The document uses the example of Chick-fil-A's stance on same-sex marriage to illustrate debates around diversity and inclusion. It also considers arguments for and against preferential hiring to increase workplace diversity.
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- 3. • Two significant challenges to this defense of economic model – 1st Challenge: Property rights are not absolute • Ones right to use property is constrained by the right of others – I can´t use my gun to shoot you – Zoning laws: property right are restricted for the common good. » I can´t use my home as business because of the residential zoning in my neighborhood prohibits such commercial uses. • Defender would argue: the use of private property in pursuit of profits will always override other competing goods and other rights if they are to successfully defend the principle that business managers ought always pursue profits for stockholders.
- 4. – Second challenge: questions understanding of stockholders • Stockholders are granted limited legal liability for the acts of their corporate property. – This protects stockholders from losing their personal property in judgments against their corporation. – Corporate ownership may not include all of the right and privileges that are included with ownership of personal property. The connection between ownership and control that exists for personal property does not legally exist for corporate property. » Malden Mill: owned by Aaron Feuerstein and his family. » Stock ownership in publicly traded corporations, Enron and Walmart, might be divided among millions of shares of stock • Stockholders are investors • Invest with hope of maximizing the return on their investment. – Corporations need capital by investors and labor supplied by employees, material provided by suppliers, etc, » Market pressures managers • provide high return to investors • High salary and benefit package to keep qualified employees. » If investors disagree with managerial decisions, move their capital elsewhere. » If employees disagree with managerial decision, they move their labor force.
- 5. • Friedman: obeying the law is the only legitimate constraint on the pursuit of profit. – Corporations have ethics programs and ethics officers. – Corporate ethics is identified with obedience to the law – The perspective that compliance to the law is sufficient for ethical responsibility relies on a misleading understanding of the law • Law is ambiguous: in many cases it simply is not clear what the law requires, business mangers will often face decisions that will rely on their ethical judgments