ETHICS IN CORPORATE GOVERNANCE: PERSPECTIVES FROM VARIOUS THEORETICAL APPROACHES LECTURE NOTES I. Introduction: • Overview of the special issue of Business Ethics Quarterly (BEQ). • Emphasis on diverse perspectives and the role of ethics in corporate governance. II. Maitland's Voluntary Contracts and Agency Theory: • Contracts as voluntary agreements. • Legal reform alone insufficient for rebalancing interests. • Challenge to corporate rule-centric change. III. Wieland's Governance Ethics and Behavioral Constraints: • Expanding efficiency-based framework with governance ethics. • Moral resources underlying economic transactions within firms. • Incorporating ethics alongside efficiency considerations. IV. Ryan's Trust in Shareholder/Company Relationships: • Trust as essential in shareholder decision-making. • Combining self-interested opportunism with trust. • Trust's pivotal role in shaping effective relationships. V. Dalton's Stock Options and Stakeholder Theory: • Navigating agency and stakeholder theory. • Stock option adoption's impact on director independence. • Tension between self-interest alignment and ethical capacities. VI. McCall's Employee Participation and Shareholder Rights: • Balancing shareholder and employee rights. • Advocating for increased employee involvement. • Challenging shareholder primacy in governance discussions. VII. Hendry's Critique of Stakeholder Theory: • Bridging idealism and realism in stakeholder theory. • Need for pragmatic institutional reform. • Nuanced understanding of diverse stakeholder interests. VIII. Driscoll's Ethical Conduct in Mutual Fund Governance: • Review of mutual fund governance reforms. • Impact of legislation, director independence, and regulation. • Potential for ethical self-regulation by independent directors. IX. Corporate Accountability and Shareholder-Director Relations: • Interpretations of corporate governance stimulate moral claims. • Shareholder claims as a model for broader accountability. • Implications for other stakeholder interests. X. Roberts's Ethical Accountability in Social and Environmental Impact: • "Ethical" accountability in corporate social and environmental impact. • Ethical sensibility marginalized by self-interest focus. • Role of bodily sensibility in understanding ethics. XI. Conclusion:
• Reflection on the multifaceted nature of corporate governance. • Emphasis on ethics' integration in decision-making. • Challenge to assumptions of self-interested opportunism. • Advocacy for balanced and accountable corporate practices.