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Getting Real: Stakeholder Theory, Managerial Practice, and the General Irrelevance of Fiduciary Duties Owed to Shareholders


Stakeholder theorists have generally misunderstood the nature and ramifications of the fiduciary responsibilities that corporate directors owe their stockholders. This fiduciary duty requires the exercise of care, loyalty, and honesty with regard to the financial interests of stockholders. Such obligations do not conflict with the normative goals of stakeholder theory, nor, after a century of case law that includes Dodge Bros. v. Ford, do fiduciary responsibilities owed shareholders prevent managerial policies that are generous or sensitive to other corporate stakeholders. The common law recognizes a multitude of legal relationships between various corporate constituents, and fiduciary duties are only a subset of the obligations that arise from these relationships. This article argues that statute and case law can bring comparable legal protection to constituents other than stockholders, and suggests ways that these protections might be further strengthened. Implications for management education are also discussed.

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Berle Adolph and Means Gardiner. 1993. The Modern Corporation and Private Property. New York: Commerce Clearing House.
Block Dennis J.; Barton Nancy E.; and Radin Stephen A. 1989 (suppl. 1991). The Business Judgment Rule: Fiduciary Duties of Corporate Directors. Englewood Cliffs, N.J.: Prentice Hall Law and Business.
Boatright John. 1994. “What’s So Special about Shareholders?Business Ethics Quarterly. 4: 393408.
Brudney Victor. 1985. “Corporate Governance, Agency Costs, and the Rhetoric of Contract.” Columbia Law Review 85, no. 7: 14031444.
Brudney Victor. 1980. “Dividends, Discretion, and Disclosure.” Virginia Law Review 66, no. 1: 85129.
Clark Robert C. 1985. “Agency Costs versus Fiduciary Duties.” In Principals and Agents, ed. Pratt John and Zeckhauser Richard. Boston: Harvard University Press.
Cooper Marc. 1997. “A Town Betrayed.” The Nation, July 14, p. 11.
Donaldson Thomas and Preston L. E. 1995. “The Stakeholder Theory of the Corporation: Concepts, Evidence, and Implications.” Academy of Management Review 20: 6591.
Elms Heather and Berman Shawn L. 1998. “Ethics and Incentives: An Inductive Development of Stakeholder Theory in The Health Care Industry.” Paper presented at the 1997 Western Academy of Management Annual Meeting; currently being prepared for publication.
Evan William and Edward R.Freeman. 1983. “A Stakeholder Theory of The Modern Corporation: Kantian Capitalism.” In Ethical Theory in Business, ed. Beauchamp T. and Bowie N.Englewood Cliffs, N.J.: Prentice Hall. Pp. 7593.
Fort Timothy L. 1995. “Corporate Constituency Statutes: A Dialectical Interpretation.” Journal of Law and Commerce 15, no. 1: 257294.
Freeman Edward R. 1994. “The Politics of Stakeholder Theory: Some Future Directions.” Business Ethics Quarterly 4, no. 4: 409422.
Freeman Edward R. 1984. Strategic Management: A Stakeholder Approach. Englewood Cliffs, N.J.: Prentice Hall.
Freeman Edward R. and Gilbert Daniel R. Jr. 1988. Corporate Strategy and The Search for Ethics. Englewood Cliffs, N.J.: Prentice Hall.
Goodpaster Kenneth. 1991. “Business Ethics and Stakeholder Analysis.” Business Ethics Quarterly 1: 69.
Goodpaster Kenneth and Holloran Thomas E. 1994. “In Defense of a Paradox.” Business Ethics Quarterly 4, no. 3: 42330.
Grimsley Kirstin Downey. 1997. “Next for Boomers? Battles against Age Bias.” Washington Post, February 2, p. H1.
Hattori April. 1994. “General Motors Agrees to Seek New Use for Shuttered Plant.” The Bond Buyer, April 15th at 6.
Jardim Anne. 1970. The First Henry Ford: A Study in Personality and Business Leadership. Cambridge, Mass.: MIT Press.
Johnston David. 1988. Roman Law of Trusts. Oxford: Claredon Press.
Jones Tom. 1995. “Instrumental Stakeholder Theory: A Synthesis of Ethics and Economics.” Academy of Management Review 20, no. 2: 404437.
Jones Tom and Wicks Andrew C. 1998. “Unified Stakeholder Theory in Management Research.” Paper presented at the 1996 Society for Business Ethics Annual Meeting; currently being developed for publication.
Lieber James. 1995. Friendly Takeover: How an Employee Buyout Saved a Steel Town. New York: Viking Press.
Lorsch Jay W. 1989. Pawns or Potentates: The Reality of America’s Corporate Boards. Boston, Mass.: Harvard Business School Press.
Macy Jonathan, and Miller Jeffrey. 1993. “Corporate Stakeholders a Contractual Perspective.” University of Toronto Law Journal 63, no. 3: 401424.
Mennell Robert L. 1994. Wills and Trusts in a Nutshell. St. Paul: West Publishing Co.
Meyer Stephen. 1981. The Five Dollar Day: Labor Management and Social Control in the Ford Motor Company. Albany: S.U.N.Y. Press.
Mitchell Lawrence E. 1992. “The Economic Structure of Corporate Law (book review).” Texas Law Review 71, no. 1: 217242.
Mitchell Lawrence E.; Lawrence A. Cunningham; and Solomon Lewis. 1996. Corporate Finance and Governance : Cases, Materials, and Problems. Durham, N.C.: Carolina Academic Press.
Monks Robert and Minow Nell. 1991. Power and Accountability. New York: HarperBusiness.
O’Neill Terry A. 1993. “Employees’ Duty of Loyalty and the Corporate Constituency Debate.” Connecticut Law Review 25, no. 3: 681716.
Singer Joseph. 1993. “Jobs and Justice: Rethinking the Stakeholder Debate.” University of Toronto Law Journal 63, no. 3: 475510.
Shein James B. 1996. “A Limit on Downsizing: Varity Corp. v. Howe.” Pepperdine Law Review 24, no. 1: 135.
Stone Katherine Van Wezel. 1991. “Employees as Stakeholders under State Nonshareholder Constituency Statutes.” Stetson Law Review 21, no. 1: 4572.
Summers Clyde. 1995. “Worker Dislocation: Who Bears the Burden: A Comparative Study of Social Values in Five Countries.” Notre Dame Law Review 70, no. 5: 10331078.
Von Stange Gary. 1995. “Corporate Social Responsibility through Constituency Statutes: Legend or Lie?Hofstra Labor Law Journal 11, no. 2: 461497.
Yoshihashi Pauline. 1992. “Lockheed Ordered to Pay $30 Million to NL Industries.” Wall Street Journal, December 8, p. A10.
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Business Ethics Quarterly
  • ISSN: 1052-150X
  • EISSN: 2153-3326
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