Morals in business organizations: an approach based on strategic value and strength for business management

[EN] In the last decades, the topic of business ethics has attracted great interest at the academic and professional levels. Nowadays business ethics is being increasingly implemented as a necessary discipline in universities’ study plans on business management. Moreover, its importance is also evident according to the worldwide increase of organizations and/or institutions that have implemented ethics systems. However, some approaches thoroughly do not consider the importance and the need of an ethical behaviour and are still guiding the actions and the way of thinking of many academics and professionals led to consider that the only responsibility of business is limited just to profit maximization.

Ethical Cultures in Large Business Organizations in Brazil, Russia, India, and China

This study focuses on comparison of perceptions of ethical business cultures in large business organizations from four largest emerging economies, commonly referred to as the BRICs (Brazil, Russia, India, and China), and from the US. The data were collected from more than 13,000 managers and employees of business organizations in five countries. The study found significant differences among BRIC countries, with respondents from India and Brazil providing more favorable assessments of ethical cultures of their organizations than respondents from China and Russia. Overall, highest mean scores were provided by respondents from India, the US, and Brazil. There were significant similarities in ratings between the US and Brazil.

The Future Direction of Delaware Law (Including a Brief Exegesis on Fee Shifting Bylaws)

Delaware sets the governance standards for most public companies. The ability to attract corporations could not be explained solely by the existence of a favorable statutory regime. Delaware was not invariably the first or the only state to implement management friendly provisions. Given the interpretive gaps in the statute and the critical importance of the common law in the governance process, courts played an outsized role in setting legal standards. The management friendly nature of the Delaware courts contributed significantly to the state’s attraction to public corporations. A current example of a management friendly trend in the case law had seen the recent decisions setting out the board’s authority to adopt bylaws under Section 109 of the Delaware General Corporation Law (DGCL), particularly those involving the shifting of fees in litigation against the corporation or its directors. The DGCL allows bylaws that address “the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees.” The broad parameters are, however, subject to limits. Bylaws cannot be inconsistent with the certificate of incorporation or “the law.” Law includes the common law. The Delaware courts have used the limitations imposed by “the law” to severely restrict the reach of shareholder inspired bylaws. The courts have not used the same principles to impose similar restraints on bylaws adopted by the board of directors. This can be seen with respect to bylaws that restrict or even eliminate the right of shareholders to bring actions against management and the corporation. In ATP Tour, Inc. v. Deutscher Tennis Bund the court approved a fee shifting bylaw that had littl relationship to the internal affairs of the corporation. The decision upheld the bylaw as facially valid.The decision ignored a number of obvious legal infirmities. Among other things, the decision did not adequately address the requirement in Section 109(b) that bylaws be consistent with “the law.” The decision obliquely acknowledged that the provisions would “by their nature, deter litigation” but otherwise made no effort to assess the impact of this deterrence on shareholders causes of action. The provision in fact had the practical effect of restricting, if not eliminating, litigation rights granted by the DGCL and the common law. Perhaps most significantly, however, the bylaws significantly limited common law rights of shareholders to bring actions against the corporation and the board. Given the high dismissal rates for these actions, fee shifting bylaws imposed a meaningful risk of liability on plaintiffs. Moreover, because judgments in derivative suits were paid to the corporation, shareholders serving as plaintiffs confronted the risk of liability without any offsetting direct benefit. By preventing suits in this area, the bylaw effectively insulated the behavior of boards from legal challenge. The ATP decision was poorly reasoned and overstepped acceptable boundaries. The management friendly decision threatened the preeminent role of Delaware in the development of corporate law. The decision raised the specter of federal intervention and the potential for meaningful competition from the states. Because the opinion examined the bylaw in the context of non-stock companies, the reasoning may remain applicable only to those entities and never make the leap to for-profit stock corporations. Nonetheless, the analysis reflects a management friendly approach that does not adequately take into account the impact of the provision on the rights of shareholders.

New York laws affecting business corporations, containing the Business corporations law, General corporation law, Stock corporation law, applying provisions of the Tax law, including the Stock transfer tax act, and the Uniform stock transfer act and a synoptic analysis. Revised to May 10, 1924.

Mode of access: Internet.

List of house organs published by or for farmers' business organizations as reported to the United States Department of agriculture ....

Made-up set; supplied title.

Information systems maturity in e-business organizations

E-Business Information Systems (eBIS) are Information Systems (IS) that support organizations to realize their e-Business strategy resulting in various benefits. Therefore those systems strongly focus on fulfilment of the e-business requirements. In order to realise the expected benefits, organizations need to turn to their eBIS and measure the maturity of those systems. In doing so, they need to identify the status of those systems with regards to their suitability to support the e-Business strategy, while also identifying required IS improvements. In our research we aim to develop a maturity model, particularly dedicated to the area of e-Business Information Systems, which can be used easily and objectively to measure of the current maturity of any Information System that supports e-Business. This research-in-progress paper presents initial results of our research.

Teaching business students law by virtual means

In this article from the Spring 2008 issue of Directions Odette Hutchinson (Birmingham City University) details her experience introducing video lectures to first year business students studying the English legal system as part of a business law pathway.

Are indigenous approaches to achieving influence in business organizations distinctive? A comparative study of guanxi, wasta, jeitinho, svyazi and pulling strings

Managers in five nations rated scenarios exemplifying indigenous forms of informal influence whose cultural origins were concealed. Locally generated scenarios illustrated episodes of guanxi, wasta, jeitinho, svyazi and pulling strings. Local scenarios were judged representative of local influence processes but so too were some scenarios derived from other contexts. Furthermore, many scenarios were rated as more typical in non-local contexts. While these influence processes are found to be widely disseminated, they occur more frequently in contexts characterized by high self-enhancement values, low self-transcendence values and high endorsement of business corruptibility. Implications for a fuller understanding of local business practices are discussed. © 2012 Copyright Taylor and Francis Group, LLC.

The Financial Statement Insurance Alternative to Auditor Liability

These articles evaluate using financial statement insurance (FSI) to reduce the frequency and magnitude of audit failure. The FSI concept was pioneered by Josh Ronen, NYU Accounting Professor, who has modeled its economic aspects. My paper examines FSI’s efficacy from policy and legal perspectives. I conclude that while the model is not perfect, it promises considerable advantages over the current model. While some of the existing system’s imperfections are sustained or reappear in different guises, none of the existing imperfections appears to be aggravated and the rest likely are mitigated significantly. So I prescribe a framework to permit companies, on an experimental-basis and with investor approval, to use FSI as an optional alternative to financial statement auditing backed by auditor liability.

Sarbanes-Oxley and All That: Impact Beyond America's Shores

Speech delivered to the Federation of European Securities Exchanges' 7th European Financial Markets Convention in London in June 2003.

In-House Risk

Over the last thirty years or so, as the number of in-house counsel rose and their role increased in scope and prominence, increased attention has been given the various challenges these lawyers face under the ABA Model Rules of Professional Conduct, from figuring out who is the client the in-house lawyer represents, to navigating conflicts of interest, maintaining independence, and engaging in a multijurisdictional practice of law. Less attention, to date, has been given to business risk assessment, perhaps in part because that function appears to be part of in-house counsel’s role as a business person rather than as a lawyer. Overlooking the role of in-house counsel in assessing risk, however, is a risky proposition, because risk assessment constitutes for some in-house counsel a significant aspect of their role, a role that in turn informs and shapes how in-house counsel perform other more overtly legal tasks. For example, wearing her hat as General Counsel, a lawyer for the entity-client may opine and explain issues of compliance with the law. Wearing her hat as the Chief Legal Officer, however, the same lawyer may now be called upon as a member of business management to participate in the decision whether to comply with the law. After outlining some of the traditional challenges faced by in-house counsel under the Rules, this short essay explores risk assessment by in-house counsel and its impact on their role and function under the Rules. It argues that the key to in-house lawyers’ successful navigation of multiple roles, and, in particular, to their effective assessment of business risk is keen awareness of the various hats they are called upon to wear. Navigating these various roles may not be easy for lawyers, whose training and habits of mind often teach them to zoom in on legal risks to the exclusion of business risks. Indeed, law schools continue to teach law students “to think like a lawyer” and law firms, the historical breeding grounds for in-house counsel positions, in a world of increased specialization master the narrower contemplation of legal questions. Yet the present and future of in-house counsel practice demand of its practitioners the careful and gradual coming to terms, buildup and mastery of business risk analysis skills, alongside the cultivation of traditional legal risk analysis tools.