This study examines whether penalties issued to Chinese listed companies by securities regulators for violations of corporate law affect the cost of debt, and the moderating role of corporate social responsibility fulfillment on this relationship. Our sample consists of firms listed on Shanghai and Shenzhen stock exchanges from 2011 to 2017 and the data are collected from the announcements of China Securities Regulatory Commission. The findings are as follows: punishment announcements by regulatory authorities increase the cost (...) of debt; and the effect of punishment announcements on the cost of debt is partially offset by prior CSR performance. These findings are shown to be robust. The reputation insurance effect of CSR is more pronounced in state-owned enterprises and in an institutional environment with low marketization, a weak legal environment, and low information transparency. The findings support the reputation insurance hypothesis of CSR and employ the cost of debt as a governance mechanism. (shrink)

The purpose of this paper is to provide a model linking enforcement of institutional environment and reform of corporate governance of firms. It is argued that in the context of weak enforcement environment in transition economies, institutional factors in securities markets are effective in shifting corporate governance model of the privatised firms towards a market-based model that ensures a sustainable economic performance. The empirical study in the Vietnamese securities market supports this argument.

Relying heavily on Thomas Dunfee's work, this article conducts an in-depth analysis of the relationship between law and business ethics in the context of corporate information security. It debunks the two dominant arguments against corporate investment in information security and explains why socially responsible corporate conduct necessitates strong information security practices. This article argues that companies have ethical obligations to improve information security arising out of a duty to avoid knowingly causing harm to others and, potentially, a (...) duty to exercise unique capabilities for the greater social good and to buttress stable functioning of social institutions. (shrink)

This article argues for an extension to the scope of corporate social responsibility (CSR) research to include a contemporary issue of importance to national and global security, critical infrastructure resilience. Rather than extending the multiple perspectives on CSR, this study aimed to identify a method of recognising CSR-related issues, before applying it to two dissimilar case studies on critical infrastructure resilience. One case study was of an international telecommunications company based in the US while the other was of the (...) railway network in Britain during a period of privatisation. The method used was derived from Okoye’s (J Bus Ethics 89(4):613–627, 2009 ) common reference core for CSR. Both case studies satisfied all the criteria sought which points to critical infrastructure resilience as being an emerging CSR issue. Because ongoing change characterises CSR, the method may have application for identifying future new CSR strands. As the findings suggest that some aspects of national and global security are CSR-related phenomena, the study demonstrates how CSR research may be significant at a societal, national and global level. Implications of the study include a broadening of the value and reach of contributions from CSR researchers and practitioners. (shrink)

This article explores whether political corporate social responsibility may be better understood through its inclusion into the realm of high politics instead of its current characterization as belonging to low politics. The key argument is that the growing role of private companies in the provision of security is too widespread and its implications are too important to be ignored by the PCSR literature. By extending the scope of its inquiry into high politics, the insights from PCSR research could enrich (...) the debates in several other social sciences that also study political roles of private companies. An interdisciplinary dialog about the numerous inroads of private companies into high politics could help the PCSR scholars in their quest to reach beyond an instrumental view of corporate politics. (shrink)

At the end of the 1990s, Brazil was faced with a potentially explosive HIV/AIDS epidemic. Through an innovative and multifaceted campaign, and despite initial resistance from multinational pharmaceutical companies, the government of Brazil was able to negotiate price reductions for HIV medications and develop local production capacity, thereby averting a public health disaster. Using interview data and document analysis, the authors show that the exercise of corporate social responsibility can be viewed in practice as a dynamic negotiation and an (...) interaction between multiple actors. Action undertaken in terms of voluntary CSR alone may be insufficient. This finding highlights the importance of a strong role for national governments and international organizations to pressure companies to perform better. (shrink)

We analyze whether companies involved in a security class action suit (SCAS) exhibit differential capital structure decisions, and if the information revealed by a corporate scandal affects the security issuances and stock prices of industry peers. Our findings show that before a SCAS is filed, companies involved in a scandal show a greater amount of security offerings than their peers and, due to equity mispricing, are more likely to use equity as a financing mechanism. Following a SCAS filling, these (...) companies exhibit a decreasing amount of total external finance raised and lower levels of book and market leverage. Industry peers' issuance patterns exhibit significant contagion, with reduced debt and equity issuance following the SCAS filing. Corporate scandals also have meaningful negative effects on stock prices and bond ratings. Similar to capital structure, we document contagion at the industry level with peers' share prices yielding negative returns as well. (shrink)

The aim of this paper is to shed some light on understanding why companies adopt environmentally responsible behavior and what impact this adoption has on their performance. This is an empirical study that focuses on the United Nations (UN) Global Compact (GC) initiative as a Corporate Social Responsibility (CSR) mechanism. A survey was conducted among GC participants, of which 29 responded. The survey relies on the anticipated and actual benefits noted by the participants in the GC. The results, while (...) not conclusive, indicate that companies have more than one reason for adopting environmentally responsible behavior and that ethical and economic reasons co-exist. In terms of performance, the impact of participation in the GC seems to be particularly high in securing network opportunities and improved corporate image. The results indicate that companies that have participated many years in the GC, have submitted the most projects and have attended the most GC meetings also regard their CSR involvement as having had a strong, positive influence on their market performance. GC participation does not result in significant cost advantages, but this does not seem to have been regarded as a goal anyway. Costs seem to be affected to a␣large extent by existence of in-house research and␣development and the capability of developing environmentally sound technologies. Overall, the company receives both ethical and economic benefits from joining the GC. (shrink)

This research examines the relationship between corporate social responsibility (CSR) and company stock valuation across three regions of the world. After a brief introduction, the article gives an overview of the evolving definition of CSR as well as a discussion of the ways in which this construct has been operationalized. Presentation of the potential impact of corporate social performance on firm financial performance follows, including investor characteristics, the rationale behind their choices, and their influence on the marketplace for (...) securities worldwide. The unique method used to select socially responsible investments is then provided that also includes a description of the quantitative techniques employed in the analyses. Results are offered subsequently, and the close describes implications for global enterprises as socially responsible investments. (shrink)

The corporate meltdowns of this and the previous decade in the US - WorldCom, Enron, Tyco, and in Australia - FAI, HIH and AWB being among the many examples - have resulted in the governments of those two countries introducing legislation and policy guidelines aimed at minimising future corporate misbehaviour. The US has introduced the Sarbanes Oxley Act, with requirements on corporate accountants and auditors, as well as its whistleblowing provisions. It has revised the Federal Sentencing Guidelines (...) for Organizations. New rules for the NYSE and NASDAQ have also been introduced. In addition, the U.S. Securities and Exchange Commission and U.S. Department of Justice have further strengthened the Foreign Corrupt Practices Act 1977, last revised in 1997. Australia has revised the Corporations Act to include whistleblower protection clauses as well as adopted the ASX Corporate Governance guidelines. Standards Australia has issued its handbook on corporate governance. Although not a business issue, the Australian government has also announced that it will introduce whistleblower protection legislation for the public sector by the end of its first term in office. This legislation will likely influence whatever the private sector does in this respect. The inclusion of whistleblower protection in both Sarbanes–Oxley and the Corporations Act reflects a growing body of research that finds that people internal to an organisation are the most effective way to identify corporate wrongs. The Commonwealth Treasury has recently issued an options paper, stating that the Corporations Act has been ineffectual. It has sought submissions on revisions to the legislation that the Australian Government could take. This paper examines the policies advocated by over 20 organisations and academics concerned with whistleblowing issues. It draws the conclusion that on current indications, even after further reform, Australian legislation and policies are still likely to be less effectual than overseas practices. ---------------------------------. (shrink)

This Article discusses the impact of the international financial crisis on Brazilian capital markets. While the banking industry was not severely affected, leading nonfinancial corporations experienced severe financial turmoil. Two Brazilian corporations cross-listed in the United States - Sadia S.A. and Aracruz Celulose S.A. - suffered billion-dollar losses when the Brazilian real unexpectedly plummeted in relation to the dollar. Despite earlier disclosure that these companies had engaged only in pure hedging activity, these great losses were found to be the result (...) of their highly speculative trading in currencyderivatives. Consequently, several private lawsuits were filed both in the United States and in Brazil.This Article takes a novel approach to the transnational securities litigation debate by examining the particular consequences of private litigation in a developed and in an emerging country. It compares the types of lawsuits filed and their final outcomes. Despite substantially similar alleged wrongdoing, the outcomes for securities holders in each jurisdiction contrast strikingly. Only U.S. investors of both companies were able to obtain substantial financial recoveries; Brazilian investors obtained none. This Article examines the reasons behind these discrepant results and the consequent economic distributional effects on global securities markets after the U.S. Supreme Court decision in Morrison.The Article argues that Morrison aggravates such (i) shareholder cross-border non pro rata compensation and (ii) transfers of company value from foreign to U.S. investors. It identifies a set of costs borne by foreign investors, and so far neglected by scholars, as a consequence of the current status of U.S. and international securities law regimes. These costs are the result not only of the typical “circularity problem” in securities litigation, but also of a “double circularity problem” as they fall on foreign shareholders who also suffered equivalent damages to those experienced by the U.S. class being compensated. The Article then discusses potential policy reforms for fixing transnational securities litigation. (shrink)

How does a company achieve long-term survival? This study starts with the question of why, among companies on the verge of bankruptcy, some survive and some break up. This study argues that the long-term survival of a company is determined by not only its economic performance but also its social performance. It clarifies that sustainable corporate social responsibility practices facilitate long-term survival. Thus, this study analyzed 259 CSR actions performed by eight representative long-lived companies in Korea and how the (...) various CSR actions helped these companies overcome crises and survive. The common CSR actions practiced by all the long-lived companies had a positive influence on forming social capital with primary stakeholders and securing legitimacy from secondary stakeholders, which in turn had a significant influence on maintaining survival. This study provides significant implications for the value of CSR practices that have been controversial, by presenting a model of how CSR actions facilitate corporate longevity. (shrink)

This study examines the relationship between corporate integrity culture and firm-level climate change exposure. Using insights from social norm theory and a sample of 31,187 firm-year observations from US firms between 2001 and 2021, we conclude that corporate integrity culture is negatively associated with climate change exposure. Our results remain robust across various robustness tests, including propensity score matching (PSM), an instrumental variable approach, and difference-in-differences (DiD) analysis. Further, our channel analysis suggests that a strong integrity culture mitigates (...) corporate climate change exposure through a stronger internal control environment and higher environmental, social, and governance (ESG) disclosures. Finally, our cross-sectional analysis shows that the negative association between corporate integrity culture and climate change exposure is more pronounced for firms with higher climate policy uncertainty and greater financial distress. Overall, we present novel evidence on how corporate integrity culture mitigates climate risk with important implications for managers and policymakers. (shrink)

This paper approaches the question of corporate integrity and leadership from a civic perspective, which means that corporations are seen as members of civil society, corporate members are seen as citizens, and corporate decisions are guided by civic norms. Corporate integrity, from this perspective, requires that the communication patterns that constitute interpersonal relationships at work exhibit the civic norm of reciprocity and acknowledge the need for security and the right to participate. Since leaders are members of (...) corporate relationships, their integrity will be determined by the integrity of these interpersonal relationships, and by their efforts to improve them. (shrink)

Since the global financial crisis in 2008, corporations have faced a crisis of trust, with growing sentiment against ‘elites and ‘big business’ and a feeling that ‘something ought to be done’ to re-establish public regard for corporations. Trust and trustworthiness are deeply moral significant. They provide the ‘glue or lubricant’ that begets reciprocity, decreases risk, secures dignity and respect, and safeguards against the subordination of the powerless to the powerful. However, in deciding how to restore trust, it is difficult to (...) determine precisely what should be done, by whom, and who will bear the cost, especially if any action involves a risk to overall market efficiency and corporate profitability. The paper explores whether corporations have a moral duty to be trustworthy, to bear the cost of being so and thus contribute to resolving the current crisis of trust. It also considers where the state and other social actors have strong reason to protect and enforce such moral rights, while acknowledging that other actors have similar obligations to be trustworthy. It outlines five ‘salient factors’ that trigger specific rights to trustworthiness and a concomitant duty on corporations to be trustworthy: market power, subordination (threat and intimidation), the absence of choice, the need to preserve systemic trust, and corporate political power which might undermine a state’s legitimacy. Absent these factors and corporations do not have a general duty to be trustworthy, since a responsible actor in fair market conditions should be able to choose between the costs and benefits of dealing with generally trustworthy corporations. (shrink)

When Caja de Pensiones para la Vejez y de Ahorros, "la Caixa," was created in 1905, it was not only the transient response to a serious social, political, and economical problem, but also provided a permanent solution by creating a long-lasting social welfare institution. In addition, its founder understood the responsibility of social welfare institutions not as an isolated responsibility for each institution, but as part of a harmonious whole that is a real moral entity with a socio-economic character, with (...) autonomy and unity of nature, purpose, and form. The purpose of this article is to show how the corporate social responsibility conception of Francesc Moragas, the founder of "la Caixa," informed the activities of the new institution in a variety of dimensions, including its service to the customers, its economic strengths, the social work, and its participation in the creation of the public system of social security in Spain. (shrink)

All kinds of fraud are costly for the people engrossed both financially and often in terms of the time needed to clear their name when illegal use has been made of their personal details. The relationship among ethics, internal control, and fraud is important in the understanding of corporate social responsibility. This article uses an Ethical Process Throughput Model embedded in the Fraud triangle in order to better understand the interconnectedness of ethical positions and internal control systems that handle (...) fraudulent situations. Ethical positions are utilized to underscore how ethical behavioral control systems can be appropriately applied, which can provide unparalleled security, enhanced convenience, heightened accountability, better fraud detection and is very effective in depressing fraud, thereby improving CSR among organizations. (shrink)

This study addresses the question whether corporate social responsibility (CSR) matters in Asian Emerging Markets. Based on CSR scores compiled by Credit Lyonnais Securities (Asia), we assess the CSR performance of major Asian firms over a period of 3 years, from 2001 to 2004. The results show that there is a positive and significant relation between CSR and market valuation among Asian firms. We further find that CSR is positively related to the market valuation of the subsequent year. (...) More importantly, Asian firms are rewarded by the market for improving their CSR practice. (shrink)

This paper offers an extended critique of the proliferation of talk and writing of business ethics in recent years. FollowingLevinas, it is argued that the ground of ethics lies in our corporeal sensibility to proximate others. Such moral sensibility, however, isreadily blunted by a narcissistic preoccupation with self and securing the perception of self in the eyes of powerful others. Drawing upon a Lacanian account of the formation of the subject, and a Foucaultian account of the workings of disciplinary power, (...) it is then argued that the governance of the corporation is effected precisely through encouraging such a narcissistic preoccupation with the self. For themost part our narcissistic concerns are bound to ethically indifferent financial interests. But in recent years they have also been harnessed to the demand for environmental, social and ethical responsibility by the corporation. It is argued, however, that the desire to be seen to be ethical-the ethics of narcissus-is the obverse of "being responsible for.". (shrink)

The central focus of this research is: The growing corporate espionage activities due to fierce competition lead to highly controlling security measures and intensive employee monitoring which bring about distrust in the workplace. The paper examines various research works on trust and distrust. It highlights the conflictful demands managers face. They have to deter espionage activities, but at the same time, build trusting relationships in the workplace. The paper also describes various operations, personnel, physical and technical countermeasuresto combat (...) class='Hi'>corporate espionage together with three espionage case examples which illustrate the importance of some of these countermeasures. Various authors'' trust and distrust arguments are used to assess the cases. The paper ends with suggestions for future research. (shrink)

This study examines the impact of corporate social responsibility activities on insider trading. While opponents of insider trading claim that the buying or selling of a security by insiders who have access to non-public information is illegal, proponents argue that insider trading improves economic efficiency and fairness when corporate insiders buy and sell stock in their own companies. Based on extensive U.S. data of insider trading and CSR engagement, we find that both the number of insider transactions and (...) the volume of insider trading are positively associated with CSR activities.We also find that legal insider transactions are positively related to CSR engagement even after controlling for potential endogeneitybias and various firm characteristics. Furthermore, our evidence suggests that firms perceive adjustment to CSR dimension of product as being efficient, while adjustment to diversity and environmental CSR as being inefficient. Our results of bad and illegal insider trading proxies are consistent with the interpretation that firms with high CSR ratings do not attempt to engage in unethical or bad insider trading in a significant fashion. Combined together, we consider our empirical evidence supportive of the fairness and efficiency explanation, but not the unfairness and inefficiency hypothesis. (shrink)

The impact of large digital corporations on our freedom is often lamented but rarely investigated systematically. This paper aims to fill this desideratum by focusing on the power of social media corporations and the freedom of their users. In order to analyze this relationship, I distinguish two forms of freedom and two corresponding forms of power. Social media corporations extend their users’ freedom of choice by providing many new options. This provision, however, comes with the domination by these corporations because (...) it is based on their power of uncontrolled interference. Users could escape this domination through exit. One reason why they do not choose this option is that they would lose the benefits associated with the network effects provided by social media services. A second reason is that the power of social media corporations runs so deep that they are able to manipulate the autonomous decision-making processes of their users. Users are provided with many new avenues for authentic self-presentation on social media. By using them, however, users need to conform to a web interface that is designed by corporations to undermine self-control. Through these two mechanisms, corporations are able to promote an interest in users to present themselves on their platforms. Insofar as this works, they secure the users’ compliance to their domination through subjectivation. This double conjunction of choice and domination, on the one hand, and autonomy and subjectivation, on the other, makes the case that the very power of corporate social media stems from their intrinsic connection to genuine practices of freedom. (shrink)

The question whether corporations should be used as a means for administering distributive justice is crucial. There are two fundamental issues associated with this. Firstly, would the introduction of rules have any distributional effect? Secondly, what would be the efficiency cost? In this paper, we explore both questions with reference to a job-security corporate rule. We show that the job-security rule will always produce distributional consequences which are consistent with its objectives. However, whether or not it is a socially (...) desirable policy depends on whether the economy is at an efficient allocation and what motivated the policy. It can be shown that under some conditions, even if the initial allocation is efficient, yet not the socially desirable one, a corporate rule—like the job security one—may produce socially desirable gains. The same can be said in the case where the initial allocation is inefficient even in the presence of competitive markets (dueto incompleteness problems). However, these social gains would come at the expense of competitiveness. In an internationally open environment this may offset the initial social gains from this policy. Whether or not this happens would then depend on whether agents have a social dimension to their preferences or not. If they do, their response to the initiative may offset the initial loss of competitiveness. Alternatively, society may face the dilemma whether to remain open to uphold local conceptions of distributive justice. (shrink)

All three corporate governance systems in North America are currently embroiled in fundamental transformations. Most of Mexico’s corporations are run by a small group of controlling shareholders and operate in an economic system rife with corruption. Recent political reforms and a desire to tap global equity markets have heightened their interest in improving corporate governance structures. United States corporations face a dispersed ownership base that has tended toward inattentiveness, allowing such infamous scandals as Enron to rock the global (...) investing community. A backlash against the ensuing, restrictive Sarbanes-Oxley legislation is now underway. Like Mexico’s, Canada’s major corporations are led by a handful of controlling shareholders, but corruption is uncommon. New corporate governance guidelines are under debate, and the Ontario Securities Commission is wresting control from the Toronto Stock Exchange. Although these three corporate governance systems vary in terms of ownership dispersion, level of corruption, and legislative intervention, they currently share a common focus on fundamental reform. (shrink)

ABSTRACTThis essay elaborates how an imbalanced reciprocity between inhabitants of places of relative safety and places of greater precarity results from pursuing security on the basis of a reactive fear of vulnerability. It analyzes a range of features that shape the complex forms that vulnerability takes with a particular focus on how the constitution of places as rhetorically and corporeally secure or not renders different groups of people secure and/or subject to heightened exposure to harm. This analysis suggests that vulnerability (...) is better conceived as a process than a quality, mediating between conceptions of vulnerability as a universal condition and as a highly specific empirical condition. Finally, by departing from the negative, reactive view of vulnerability that animates the supposition of the boundedness of selves and places, an alternative conception of security that neither equates it with invulnerability nor opposes it to vulnerability can be developed. (shrink)

Managers often ask why their firm should have an ethics program, especially if no one has complained about unethical behavior. The pursuit of business ethics can cost money, they say. It can lose sales to less scrupulous competitors and can drain management time and energy. But as Harvard business professor Francis Aguilar points out, ethics scandals (such as over Beech-Nut's erzatz "apple juice" or Sears's padded car repair bills) can severely damage a firm, with punishing legal penalties, bad publicity, and (...) irreparably injured customer relations. Equally important if less obvious, unethical behavior can undermine a firm's organizational spirit. On the other hand, Aguilar argues, in a well run firm, ethical programs can actually enhance corporate performance, strengthening the company at every level and supercharging employee risk taking and innovation. In Managing Corporate Ethics, Aguilar shows managers how to create ethical programs within their organizations that not only discourage large-scale wrongdoing, but can contribute substantially to the achievement of corporate excellence. Aguilar's program is down-to-earth and comprehensive, and based on his extensive research on highly successful, ethical companies, both large and small. He recommends action on three fronts: first, get senior management to provide effective ethical leadership; second, set up an ethics program that promotes concern for the interests of people affected by the firm's operations and that provides safeguards against corrupting business pressures; and third, staff the company with ethical people and surround the organization with ethical advisors (including legal, financial, accounting, tax, and marketing consultants). To illuminate this three-step program, Aguilar incorporates the lessons learned in his in-depth study of ten prominent firms with proven successful ethics programs--among them Hewlett-Packard, Johnson & Johnson, Nucor Steel, Cray Research, ServiceMaster, and Texas Instruments. He examines Lincoln Electric's attention to compensation and job security to ensure quality products and to reduce the pressure or temptation to act unethically. He shows how General Mills, while pushing product line managers to compete aggressively, uses corporate staff units to guard against illegal or unacceptable claims (testing cake recipes, for example, to see if a product's quality fails under the less-than-perfect conditions of a normal kitchen). And he details how Armstrong World Industries uses pep talks, inspirational stories, role models, and ready access to management to promote ethical standards among employees. Throughout, Aguilar demonstrates convincingly that an ethical program pays dividends: that employees, suppliers, customers, and the community at large know when they are being treated in a positive and constructive manner, and are likely to respond in kind. Packed with real life examples of successful (and failed) ethical programs, Managing Corporate Ethics is a valuable roadmap to an often overlooked source of business success. (shrink)

Taking advantage of the China’s recent anti-corruption campaign, we attempt to examine the effect of public governance on a firm’s incentive to commit fraud. Using enforcement actions data from the Chinese Securities Regulatory Commission (CSRC) from 2004 to 2014, we find that, due to enhanced public governance, firms are less likely to commit fraud in the post-campaign period than in the pre-campaign period. We further show that the effect of public governance is more evident in privately held listed firms, (...) in firms with weak legal environment, and in firms in areas with poor local economies. In addition, we find that older CEOs respond less actively to the public governance caused by anti-corruption regulations. This paper offers clear policy implications for business ethics by indicating that public governance provides external monitoring of corporate decisions. (shrink)

Those who argue that corporations can be morally responsible for what they do help us to understand how autonomous corporate agency is possible, and those who argue that they cannot be help us maintain distinctive value in human life. Each offers something valuable, but without securing the other's important contribution. I offer an account that secures both. I explain how corporations can be autonomous agents that we can continue to be justified in blaming as responsible agents, but without it (...) also being the case that corporations are morally responsible for anything that they do. The upshot is that we can make sense of the reality of corporate agency and the value that we derive from our sophisticated interactions with them as autonomous agents, while vindicating the idea that they are not members of the moral community. (shrink)

The number of transnational corporations - including parent companies and subsidiaries - has exploded over the last forty years, which has led to a correlating rise of corporate violations of international human rights and environmental laws, either directly or in conjunction with government security forces, local police, state-run businesses, or other businesses. In this work, Gwynne Skinner details the harms of business-related human rights violations on local communities and describes the barriers, both functional and institutional, that victims face in (...) seeking remedies. She concludes by offering solutions to these barriers, with a focus on measures designed to improve judicial remedies, which are the heart of international human rights law but often fail to deliver justice to victims. This work should be read by anyone concerned with the role of corporations in our increasingly globalized society. (shrink)

This article recommends that the U.S. Securities and Exchange Commission (SEC) not regulate corporate social responsibility (CSR) disclosure. Accounting disclosures, whether voluntary or regulated, increase transparency and credibility for all companies. Regulated disclosure increases costs and results in few gains; thus, this article recommends against CSR disclosure regulation. Varying definitions of CSR and nonuniform disclosure make CSR project analysis difficult for investors and analysts. This article presents a model that defines CSR items such as organizational size, CSR project (...) size, amount invested in the project, and what standard companies use for CSR definition and reporting for easy voluntary disclosure. Based on a review of the literature, this article recommends that CSR disclosure stay voluntary. The model suggests allowing SEC oversight in the collection and verification of information but not regulating CSR disclosure. This article suggests that the SEC issue a CSR “seal of approval,” increasing firm values, stock prices, and firm legitimacy. (shrink)

Corporate social responsibility is often framed in terms of opposing constructions of the firm. These reflect, respectively, different accounts of its obligations: either to shareholders or to stakeholders. Although these opposing constructions of corporate responsibility are diametrically opposed, they are also much more fluid and mobile in certain contexts, since they can act as discursive resources that are deployed and brought into play in the struggle over shaping what responsibility means. They are less the fixed, ideological “signposts” they (...) might appear, and more like “weathervanes” that move alongside changing rhetorical currents. To show this, we analyse the Securities and Exchange Commission consultation process, and legislation, relating to the provenance of “conflict minerals”. We identify two dialectically opposed camps, each seeking to influence final legislation and with end goals in keeping with the shareholder/stakeholder dichotomy. One camp lobbied for firms to scrutinize their entire supply chain, constructing the firm as a “global citizen” with very wide social responsibilities. The second camp lobbied for a lighter touch approach, constructing the firm as a “trader”, with much narrower social responsibilities. We analyse the complex interplay between these two opposed camps, our contribution being to show how both deploy competing conceptions of the corporation as discursive resources. (shrink)

When a series of corporate scandals erupted soon after the collapse of the 1990s bull market in equities, policy makers and reformers chiefly responded by augmenting and refining the checks and balances surrounding publicly traded corporations. Through measures such as the Sarbanes-Oxley Act of 2002, securities regulations were intensified and corporate governance was tightened. In essence, reformers followed the tradition of modern political philosophy, developed in the 17th and 18th centuries, in its insistence that pro-social outcomes are (...) best produced through institutional mechanisms that harness self-interest. The empirical evidence, however, suggests the institutional approach will do little to prevent future ethical breakdowns. To corroborate this finding, we survey the literature on board composition, auditor consulting practices, shareholder activism, and executive compensation. Consequently, we look to another stream of political philosophy, the ancient tradition comprising Plato and Aristotle, which argues that social groupings, such as corporations, work best when led by individuals of good character. Applying the ancient view to modern commercial realities, the paper concludes that Benjamin Franklin's attempt to connect virtuous character with enlightened self-interest offers a compelling ethic for corporate leaders. (shrink)

Some have argued that because of weaknesses in corporate democracy, there is widespread abuse of shareholders' rights in American securities markets. I describe a number of horror stories that shareholders might tell to support this claim. Then I argue that despite appearances to the contrary, there is not widespread abuse of shareholders' rights in American securities markets. This is because (i) corporations, when doing things that look abusive, are generally violating neither the legal rights nor the charter (...) rights of shareholders and (ii) shareholders — in their role as shareholders — have no other rights than these. (shrink)

The purpose of this paper is to examine the effect of corporate governance practices of small cap companies have had on their financial performances. Previous studies have mainly examined governance practices of larger corporations. This analysis focuses on the governance variables that have been highlighted by the New Zealand Securities Commission governance principles and guidelines and also on the governance variables that are supported in the literature as providing an appropriate structure for the firm in the environment in (...) which it operates. The data for 71 small cap companies listed in New Zealand over a five-year period from 2001 to 2005 was analysed. Pooled data, OLS and 2SLS regression techniques were used and Tobin's Q, ROA and OPINC were used as the dependent variables. The evidence does support the hypothesis that the existence of board independence and audit committee has enhanced firm financial performance, as measured by Tobin's Q. (shrink)

Since the mid-1980s, internal corporate investigations have become commonplace in the U. S., with an upsurge occurring as a result of the corporate scandals of 2001-02 involving Adelphi Communications Corporation, Enron, Merck & Company, Riggs Bank, and other companies accused of financial malfeasance. After an introduction, this article first presents the U. S. public policy framework (as implemented through the U. S. Sentencing Commission, the U. S. Department of Justice, and the Securities and Exchange Commission) encouraging the (...) use of corporate internal investigations and self-reporting of these results to federal authorities; second, evaluates this framework, identifying the public policy issues inhibiting companies from using corporate internal investigations and self-reporting significant results; third, proposes a policy incentive regime which attempts to ameliorate these outstanding issues; and fourth, offer policy recommendations and suggestions for further research on this topic, including increasing the maximum deduction in the Organizational Sentencing Guidelines Culpability Score available to a firm for development of an Effective Compliance and Ethics Program (from 3 to 5 points), and self-reporting the results of an internal investigation (from 5 to 7 points); evaluating the effectiveness of these enhancements in legal incentives over a period of 5-7 years after implementation; instituting a formal federal government effort to educate the American business community on the corporate reputation (and financial) benefits of an effective compliance program; and protecting attorney-client privilege and work product protection, through legislative action, to encourage company executives and directors to utilize independent, outside attorneys to conduct fair, comprehensive, and impartial internal investigations. (shrink)

We aim to investigate the effect of corporate environmental responsibility (CER) engagement on investors' reactions. We also explore heterogeneity of this impact among different types of companies and different company's market performance. We use panel data models and quantile regression based on data related to firms listed on the A-share China security market and the final sample consists of 3,776 firm-year observations. The results show that CER engagement has a significant positive impact on investors' investment decisions. Further, investors are (...) more sensitive to CER engagement of high energy-consumption companies and no matter the company is a state-owned or a non-state-owned, CER engagement has a significant positive impact on investors' reactions. CER engagement has a significant positive impact on investors' reactions in all quantiles except one and the promoting effect increases first and then decreases with the growth of corporate market value from lower to upper quantiles. (shrink)

This paper identifies two conceptions of security in contemporary concerns over the vulnerability of computers and networks to hostile attack. One is derived from individual-focused conceptions of computer security developed in computer science and engineering. The other is informed by the concerns of national security agencies of government as well as those of corporate intellectual property owners. A comparative evaluation of these two conceptions utilizes the theoretical construct of “securitization,”developed by the Copenhagen School of International Relations.

The United States Securities and Exchange Commission recently began requiring mutual funds to make their proxy voting transparent so that investors can make better decisions about investing with the mutual fund and with the ultimate goal of improving corporate governance. We review the proxy voting records of major mutual funds to determine if transparency has changed the patterns of voting by mutual funds. Initial results show that support for management increased and support for social responsibility resolutions decreased after (...) transparency was required. (shrink)

Germany is considered to be a pioneer of social security systems; nonetheless, globalization and demographic changes have put enormous pressure on them. A solution is not yet in sight as the debate on the future of the German social security systems still lacks consensus. We argue that ideas matter and that the debate can benefit from a deeper reflection on the concept of social security. This objective is pursued along two lines. First, we take a historical perspective and reconstruct the (...) development of Germany's social security systems. Second, we scrutinize from a theoretical perspective how social security is conceptualized in public and theoretical debates. Behind the various positions, we identify four basic ideal types. We then analyze how these ideal types account for the benefits of social security systems and what role they assign to corporations in providing social security. While two ultimately reinforce potential conflicts between different groups in society, the other two ideal types reveal possible benefits for all. The last ideal type actually conceptualizes social security systems as insurance that fosters risky but overall productive investments in human and other forms of capital. Therefore, it can be shown that social security systems are not necessarily threatened by globalization and that incentives exist for corporations to invest in the provision of social security. (shrink)

Peer effects are a powerful driver of firms’ corporate social responsibility (CSR) efforts. Extending beyond existing research that primarily focuses on industry and community peers, we propose that firms sharing a common institutional investor form a distinct and influential group of peers, which we term investee peers. To secure a favorable position in the common institutional investor’s portfolio, firms are likely to benchmark against their investee peers for behaviors valued by the investor. Accordingly, we hypothesize and find that a (...) firm’s CSR performance is positively related to the CSR performance of its investee peers. Furthermore, this relationship is more pronounced when the focal firm is more heavily invested by common institutional investors committed to CSR or when the investee peers are more visible. However, this peer effect on CSR is weakened when the focal firm exhibits stronger financial performance. (shrink)

Taming the power of Wall Street was a principal campaign theme for Franklin Delano Roosevelt in the 1932 election. Roosevelt's election bore fruit in the Securities Act of 1933, which regulated the public offering of securities, the Securities Exchange Act of 1934, which regulated stock markets and the securities traded in those markets, and the Public Utility Holding Company Act of 1935 (PUHCA), which legislated a wholesale reorganization of the utility industry. The reform effort was spearheaded (...) by the newly created Securities and Exchange Commission, part of the new wave of experts brought to Washington to rein in business. PUHCA also marked the federal government's first significant incursion into corporate governance, with a corresponding reduction in the traditional role of investment bankers. The SEC's ascendance over the investment bankers was reinforced during FDR's second term by the Chandler Act of 1938, which provided the agency with a broad role in the bankruptcy reorganization of troubled companies.Enacting those statutes was only the beginning, as the scope and effectiveness of the SEC's regulatory efforts depended critically on navigating these new statutes past an initially hostile Supreme Court. After substantial delay in the lower courts, the securities statutes eventually got a friendly hearing in the Supreme Court, where a number of Justices came to the Court after serving as the "Founding Fathers" of the federal securities laws. Roosevelt's Supreme Court nominees were involved in drafting the new legislation, securing its passage in Congress and implementing a litigation strategy that successfully stalled final determination of the constitutionality of the securities laws until New Deal appointed justices were in place. Felix Frankfurter played an important role in shaping the Securities Act and PUHCA, and was a key advisor on litigation strategy to the Roosevelt administration. Hugo Black led the legislative battle to enact PUHCA against the utility companies. Stanley Reed and Robert Jackson were key courtroom advocates arguing PUHCA's constitutionality. William O. Douglas headed the study of Protective Committees that led to the Chandler Act and was Chairman of the SEC. In this article, we explore the role of the New Deal justices in enacting the securities laws, litigating the challenges brought against them and then interpreting these laws in securities cases before the Supreme Court. We show the important role that these New Deal justices played in ensuring a broad scope for the federal securities laws through generous interpretation. Once constitutional questions had faded, securities cases proved to be a critical testing ground for newly emerging theories of administrative law. We demonstrate the split over the importance of judicial review versus deference to the rule of experts that emerged among these Roosevelt appointees. Finally, we explore the relative lack of influence of Douglas and Frankfurter in these cases, despite their familiarity and experience with the securities laws. (shrink)

The concept of corporate social responsibility (CSR) is not new. Many entrepreneurs created and developed companies along the time, with a strong sense of ethical and social responsibility. This article presents an example of how CSR was conceived and put into practice when Caja de Pensiones para la Vejez y de Ahorros was created in Barcelona in 1905, following the life and ideas of its founder, Francesc Moragas, a lawyer with a deep commitment for social action and a successful (...) conception of the technical and economic dimensions of a financial and social institution. (shrink)

The extension of human rights obligations to corporations raises questions about whose rights and which rights corporations are responsible for. This paper gives a partial answer by asking what legal rights corporations would need to have to fulfil various sorts of human rights obligations. We should compare thechances of human rights fulfilment (and violations) that are likely to result from assigning human rights obligations to corporations with the chances of humanrights fulfilment (and violations) that are likely to result from giving (...) corporations the legal rights needed to undertake those human rights obligations. Corporationsshould respect basic human rights of all people. Non-complicity in human rights violations requires that corporations have the right to political freedom of speech.To actively protect people from human rights violations, corporations need the right to hire armed security personnel; such obligations should be limited to protecting corporate property and narrowly defined stakeholders. Obligations to spend corporate resources on human rights fulfilment are confined to contributing to specific projects. Corporations have no obligation to ensure a society in which human rights are fulfilled. This principle helps us understand why corporate obligations are substantially different from those of governments. (shrink)

Annual reports are an important element in the genre of corporate public discourse. The reporting practices mandated by the Securities and Exchange Commission for all publicly traded corporations are intended to render the annual reports a legitimate and trustworthy medium through which management communicates information related to the financial performance of the firm. The following discussion represents an inaugural attempt to investigate the ethical characteristics of the discourse found in corporate annual reports using Habermas' principles of communicative (...) action. In preparing the Management's Discussion and Analysis (MD&A) portion of the report, managers are charged with providing narrative information for investors and other interested third parties relevant to assessing the firm's financial condition. Previous rhetorical studies of the narrative portions of annual reports argue that they serve as means for both legitimate and distorted communication. We investigate this communication medium through the lens of Habermas' norms for communicative action, which require communicators to be comprehensible, truthful, sincere, and legitimate. The study represents an initial attempt to operationalization Habermas' principles of communicative action and to employ a methodology that facilitates their application to research within a business context. From one perspective, consistent with agency theory as specified by neoclassical economics, it would seem that firms anticipating worse-than-expected financial performance would be less likely to exhibit the Habermasian principles necessary for undistorted communication because they would attempt to strategically influence the message being communicated about the firm's financial position. Instead, employing rhetorical analysis software, Diction 5.0, we found that firms expecting both good and bad earnings surprises exhibited a higher level of communicative action than a composite average firm. Although preliminary in nature, our findings suggest that firms anticipating large earnings surprises, either high or low, use the narrative portion of the annual report as a vehicle through which to communicate information about managements' veracity and trustworthiness as well as the firm's financial position. (shrink)

This essay critically examines the persistent food security challenges in the Philippines, a nation paradoxically rich in agricultural resources yet plagued by hunger and malnutrition. Through a comprehensive four-part analysis, it systematically unpacks the complex milieus: historical, economic, political—factors shaping this crisis. Part 1 explores the historical and contemporary dynamics driving the hunger for food sovereignty, examining how export-oriented agriculture—driven by global actors, i.e., multinational corporations and international financial—has systematically marginalised small-scale farmers and eroded local food systems. Part 2 leverages (...) Renato and Letizia Constantino’s “Distorted Priorities: The Politics of Food” to analyse the historical continuities between colonial and contemporary agricultural policies, while employing Foucault’s concepts of biopolitics and governmentality to illuminate the regulatory mechanisms perpetuating these inequities. The analysis reveals how cultural imperialism propagated by fast food chains and environmental degradation caused by monoculture farming have further complicated the nation’s food security landscape. Part 3 applies Iris Marion Young’s “Five Faces of Oppression” framework to systematically analyse exploitation, marginalisation, powerlessness, cultural imperialism, and structural violence within the Philippine food system. Part 4 synthesises these perspectives to examine critical implications for food sovereignty and proposes transformative approaches through food sovereignty principles, genuine agrarian reform, and sustainable agricultural practices. The essay concludes that by addressing structural inequalities and empowering marginalised communities through comprehensive policy reforms and grassroots initiatives, the Philippines can move towards a future where all individuals have access to nutritious, affordable, and culturally appropriate food, reflecting a commitment to social justice and environmental sustainability. (shrink)

Canada’s anti-trafficking efforts deploy security mechanisms through a diffused set of actors, including police and prosecutors, but also non-governmental organisations (NGOs), health care providers, educators, the travel and hospitality industry, private corporations, the media, and the public, to name a few. This article brings together two large research studies to focus on the particular and complex ways in which police and NGOs in the province of Ontario, Canada carry out anti-trafficking security tasks in cooperation, negotiation, and contention with each other, (...) while simultaneously producing knowledge around trafficking, exploitation, and consent. We rely on Marc Schuilenburg’s (The Securitization of Society: Crime, Risk, and Social Order, New York University Press, New York, 2015) work on the securitisation of society and ‘security assemblage’ to make sense of anti-trafficking risk management functions, considering how, where, and to what extent police and NGOs negotiate on-the-ground security work in their practices, revealing the contradictions and tensions that unfold in the process. (shrink)

Corporate sustainability can be defined as organizations’ commitment to profitability, environment, and social well-being. This study uses a transactional culture analysis of CS reporting practices to explain why some Indian organizations conform to voluntary CS reporting guidelines and others do not. The literature contains two different perspectives on culture, defined broadly as a set of values that guide people’s behavior at a given time. Most past studies typically use national culture to explain differences in CS practices across nations. This (...) concept embeds corporate cultures within the larger national culture, neglecting intranation diversity. Conversely, according to the transactional culture approach used in this study, cultures are plural and independent of geoethnic boundaries, and emerge through social transactions. TCA encourages multilevel explorations of complex social phenomena. Since CS reporting preferences are the outcome of ongoing transactions among organizational stakeholders across different levels, TCA is more appropriate for this study. Since this application requires an understanding of social accountability, the authors use Mary Douglas’s Cultural Framework, a transactional framework of social accountability. A qualitative exploration of six Indian organizations using DCF reveals different dominant forms of social accountability in these organizations: either alone or as paired hybrids. Consequently, each organization prioritizes different stakeholders and reacts differently to voluntary CS reporting guidelines. Identifying the dominant form or forms of social accountability in their organizations and understanding their underlying reasons for resisting voluntary CS guidelines enables managers to secure better collaboration for their CS initiatives. (shrink)