File Name: business its legal ethical and global environment creator.zip
The company, founded in , becomes a social enterprise icon. It is fair to its employees, easy on the environment , and kind to its cows. Peace, love, and ice cream! In Act Two, set in , the mood sours. Neither Ben Cohen nor Jerry Greenfield wanted to sell the company, but because it was public they had no choice. If the corporate form is bad for social enterprise, social entrepreneurs should use more suitable alternatives.
This article challenges the canonical account of that sale. It exposes the underlying assumptions about corporate law as erroneous: Corporate law does not require publicly traded corporations to maximize shareholder wealth. When Cohen and Greenfield first started out, they were simply trying to earn a living. It was only when the business began to take off that they began the transition toward a progressive enterprise. And how much profit is left over at the end of each month?
They relied heavily on local suppliers of milk to make their products. They hired a local artist to design their cartons and graphics. Although Unilever spoke about nurturing the social mission, many observers were skeptical. The new board included Cohen and Greenfield, and its members, not Unilever, would appoint their successors. Unilever also promised to continue contributing pretax profits to charity, maintain corporate presence in Vermont for at least five years, and refrain from material layoffs for at least two years.
This perception reflects the erroneous view that corporate directors must always act to maximize shareholder value. The best and arguably only support for this view is from Dodge v. Ford , a decision from the Michigan Supreme Court. Dodge v. Ford is an anomaly, as other courts have not followed its view of shareholder primacy. Most state legislatures have resisted the tenets of Dodge v.
Ford by enacting statutes that expressly authorize corporate directors to look beyond shareholder wealth maximization. In practice, courts are deferential to board decision making. Under a doctrine called the business judgment rule, unless the directors have a conflict of interest, nearly all board business decisions are beyond judicial review.
If there is a potential benefit to shareholders, the courts will not interfere. Its founders, lawyers, and lobbyists had taken many steps to prevent a hostile takeover.
To cancel a poison pill, an acquirer must either find a friendly board or get one elected. The company had two classes of common stock, one with 10 votes per share and the other with one vote, and between them they held three-quarters of the super-voting stock.
The New York Times Co. Faced with an entrenched unfriendly board, a would-be acquirer might have gone to court claiming that corporate law required the board to redeem a poison pill. This was unlikely for two reasons.
First, although Vermont courts have not been presented with this situation, most state courts that have considered it have rejected any such obligation. Second, even if the obligation might theoretically exist, this situation was unlikely to trigger it. Suppose, however, that a Vermont court had required the board to act to redeem its poison pill or enter into a merger agreement. It does not mean the offer will succeed. If a majority of shareholders do not agree to tender their shares for sale, the attempted takeover fails.
If they did not tender, they retained their stock and their control of the company. The foundation itself could not be taken over because its board members selected their own successors. There is one complication in the analysis above. The board would, after all, owe fiduciary duties to the holders of super-voting stock, and a duty of good faith and fair dealing to holders of the preferred stock.
Corporate law permitted super-voting stock and the granting of a veto to a charitable foundation. Moreover, corporate law allows directors to reject an offer, at least where the directors have not irrevocably committed themselves to a sale.
Some cynically claim that the founders were ready to cash out. People close to the decision say they were motivated by fear of litigation, followed by a judgment that they would have to satisfy personally. Financial success is also essential to staying is control. Most important, the chief safeguard for maintaining the social mission is the people in control. A hybrid legal form is neither necessary nor sufficient to maintain a social enterprise Although the publicly traded corporate form can be challenging, many businesses employing it have pursued social missions with vigor and endurance.
These firms use several strategies, legal and nonlegal, to ward off hostile takeovers. Foundations and super-voting stock are not uncommon.
Rather, it was the declining health of the business itself. Successful and promising companies are better positioned to take on new investors while retaining controlling positions for the founders. Interestingly, both companies also asserted that providing services, rather than making a profit, was their top priority. Although it is true that even successful companies are bought, it is also true that shareholders tend to back successful management.
Put differently, takeovers often result from poor stock performance, which usually results from weak financial performance. Investment bankers commonly observe that the best defense is a high stock price.
Anti-takeover protections are only as effective as the people positioned to use them. Regardless of the for-profit organizational form in which a business is housed, people who exercise control over the company will usually be able to thwart its social mission. So long as the organizational structure is adequate, it will be the decision makers who make the difference. Cohen and Greenfield attempted to achieve this by negotiating the creation of an independent and robust board for the post-acquisition subsidiary.
When critics claim corporations are inherently pathological, they mean that they encourage antisocial decision making by their employees. Yet the causation is uncertain: Does a virtuous form make directors more virtuous, or do the virtuous seek out businesses so formed? Hence the irony. Of course, even if new forms for social enterprises are not legally necessary, some structural innovations might prove useful nonetheless.
To date, a significant amount of resources has been devoted to developing social enterprise forms and lobbying states to enact them. As an exercise in political entrepreneurship, this strategy has produced results: Eight states have L3Cs, seven states have benefit corporations, and one has a flexible purpose corporation.
It is an open question, however, whether this approach fosters more social innovation than would otherwise occur, or promotes it more effectively. When a form has been enacted in one state, it is available to residents of every state. What then is the point of pressing more states to enact the L3C , which is primarily intended to attract capital from relatively sophisticated investors—namely, grantmaking foundations? We should remember that what really matters is not the organizational form but rather the formation and flourishing of social enterprises.
Photo by Holly Lindem. X SSIR. I Agree.
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These are just two of the findings of a recent Aflac survey PDF into the potential business impact of ethical commerce and corporate philanthropy. Image via World Fair Trade Organization. Ethical marketing refers to the process by which companies market their goods and services by focusing not only on how their products benefit customers, but also how they benefit socially responsible or environmental causes. It includes everything from ensuring advertisements are honest and trustworthy, to building strong relationships with consumers through a set of shared values. Companies with a focus on ethical marketing evaluate their decisions from a business perspective i. My wife loves her TOMS ballet flats. During his visit, Mycoskie saw firsthand how people living in impoverished areas of Argentina had to live without shoes, a challenge that many of us likely give little thought.
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Ethics of technology is a sub-field of ethics addressing the ethical questions specific to the Technology Age , the transitional shift in society where personal computers and subsequent devices have been introduced to provide users an easy and quick way to transfer information. Ethics in technology has become an evolving topic over the years as technology has development. When we think of ethical issues, we do not usually think about technology. Even though it is not on the top of our minds when we think about ethical issues, technology poses an ethical dilemma on producers and consumers alike. The subject of technoethics, or the ethical implications of technology, have been studied by different philosophers such as Hans Jonas and Mario Bunge.
The company, founded in , becomes a social enterprise icon. It is fair to its employees, easy on the environment , and kind to its cows. Peace, love, and ice cream!
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Environmental governance is a concept in political ecology and environmental policy that advocates sustainability sustainable development as the supreme consideration for managing all human activities— political , social and economic. To capture this diverse range of elements, environmental governance often employs alternative systems of governance, for example watershed-based management. It views natural resources and the environment as global public goods , belonging to the category of goods that are not diminished when they are shared.
In this article I deal with ethics and the Internet rather than morality and the Internet. Morality includes principles justified by religious or cultural beliefs which are usually shared only by groups with restricted membership. I will first outline ethical principles applying to individuals, then societies, then global social and economic ethical principles. This ethical preliminary is necessary because I believe the principles necessary for dealing with the ethical problems of the Internet are largely based on individual and social principles, although they differ in some important respects. The basis of ethics as cooperative principles is the realization that rules limiting individual self-interest can often produce greater cooperative benefits.
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