The moral worth of attorneys has traditionally been judged in terms of compliance with legal codes of ethics. These codes, ostensibly designed to promote smooth and equitable functioning of an adversary system, are manifestations of a rule utilitarian moral system. This paper argues that ethical attorneys have a higher calling than rule compliance and that “moral commitment,” which combines commitment to “right” solutions and moral courage, is a superior yardstick for measuring their moral worth.

“Moral Commitment and the Ethical Attorney” by Thomas M. Jones provides an interesting approach to discourse on ethical issues. By combining the studies of psychologists with those of an economist, the author has made a valuable contribution to the developing field of business ethics. The theories of cognitive moral development advanced by Piaget, Kohlberg, Gilligan, and others blend well and are illuminated by the behavioral options suggested by Hirschman from the field of economics. The options of “exit, voice, and loyalty” appear to be useful as tools for an attorney when determining appropriate moral behavior in difficult situations. The author makes a well-reasoned, strong argument that voice ought to be the preferred option or at least the encouraged option for attorneys faced with moral tension between the legal rules whether found in the legal profession itself or outlined in the Rules of Professional Conduct. The author's approach has emphasized the importance of drawing upon a variety of disciplines to shed light upon the processes of ethical decision making.

Government policies and practices can exert significant influence on ethical behavior in a society. Many governments still rely on a long-standing prerogative of sovereigns, the defense of sovereign immunity, to avoid public inquiry about acts that are clearly immoral. However, the basic theory and frequent practice of invoking sovereign immunity cannot be ethically justified. Moreover, such practices model conduct based on power rather than reason, fairness, or justice, and invite both nations and individuals to view politics and business as a power game to be played and won, rather than as a process of building communities that emphasize reciprocity and commitment to moral principles.

Despite some exceptions, the business ethics literature on the moral responsibility of corporations does not emphasize a subject critical to that inquiry: the general nature of corporations. This article attempts to lessen the imbalance by describing three conceptions of the corporation that have been prominent in twentieth century legal theorizing, and by sketching their implications for the moral responsibility of corporations. These three conceptions, at least two of which have counterparts in the philosophical and organizational theory literature, are the concession, aggregate, and real entity theories. The article concludes that the real entity theory is the most plausible of the lot. At least under prevailing tests of moral responsibility, it then contends, corporations-as-real-entities are morally responsible for most of their members’ actions.

Corporate moral agency is an important philosophical issue with significant implications for corporate law scholarship. While some legal scholars have recognized the significance of this issue for the analysis of corporate law, legal scholars generally have yet to give it the kind of attention and thorough examination it deserves. In this regard, Michael Phillips makes a valuable contribution to the debate, exploring how theories of the corporation prevalent in legal scholarship bear on the question of corporate moral agency. His analysis provides us with many insights. Still, I wish to raise some questions regarding his approach. Raising these questions, I believe, will help us to recognize more fully the possibilities the issue of corporate moral agency holds for corporate law scholarship.

Under the present judicial interpretation of federal securities law, an individual is prohibited from trading on non-public information that has been misappropriated in contravention of a fiduciary duty. Trades made using non-public information that has not been misappropriated are not prohibited by Rule 10b-5, promulgated under the Securities and Exchange Act of 1934. The current requirement of misappropriation to trigger Rule 10b-5 liability creates a gap that permits transactions that are both ethically and economically undesirable. Judicial or legislative reforms are recommended to close the gap and help ensure the fairness and efficiency of securities markets.

This article considers the principles that underlie the claim that some contracts are unconscionable and that such contracts should not be enforceable. It argues that it is much more difficult to explain unconscionability than is often supposed, particularly in cases where the contract is mutually advantageous or Pareto superior. Among other things, the article considers whether unconscionability is a defect in process or result, whether the gains in an unconscionable contract are disproportionate, whether there is a strong link between the use of standard forms and unconscionability, and whether the principle of inequality of bargaining power can account for unconscionability. After rejecting several standard explanations of unconscionability, I consider several alternative ways in which it might be explained.

Alan Wertheimer's paper on “Unconscionability and Contracts” presents an enlightening discussion of a complex and contentious legal concept. His primary objective is not to contribute to legal scholarship, but to use the law to shed light on the ethics of exchange relationships. Specifically, he wants to “use the doctrine of unconscionability in contracts as a lens through which to get a clearer understanding of exploitation—its essential characteristics and moral force” (p. 480). It is apparent that he sees exploitation (and unconscionability) as closely linked to a more general notion of fairness.

This book has two purposes: first, to state what it means to have a right; and second, to state which rights human beings have. Because Thomson believes that the first question is prior to the second, she begins by asking why it is morally significant that human beings have rights. Her answer to this question is that rights are a kind of moral constraint such that, other things being equal, one's rights ought to be accorded. As to the second question, Thomson distinguishes rights human beings have qua human beings from rights they have by participating in private transactions or living under a legal system. The former category includes the right not to be killed or harmed; the latter category includes rights related to promise keeping and private property. By explaining what in general makes the attribution of a human or social right true, Thomson seeks to provide a foundation for the notion that the interests of human beings are worthy of respect.