Corporate Governance in a Market with Morality

Dunfee analyzes the implications for corporate governance of the existence of morality within consumer and capital markets. Analysis of the role of moral desires within markets represents a new way of looking at the long-standing debate concerning the social responsibility of corporations

Precis for \u3cem\u3eTies that Bind\u3c/em\u3e

We wrote the book, Ties that Bind, out of our conviction that answering today’s questions require a new approach to business ethics, an approach that exposes the implicit understandings or contracts that bind industries, companies, and economic systems into moral communities. It is in these economic communities, and in the often unspoken understandings that provide their ethical glue, that we believe many of the answers to business ethics quandaries lie. Further, we think that answering such questions requires the use of a yet deeper, and universal contract superseding even individual ones. The theory that combines both these deeper and thinner kinds of contracts we label “Integrative Social Contracts Theory,” or ISCT for short

Two Decades of 2-207: Review, Reflection and Revision

This article is divided into six parts: (1) a description of the modern commercial context within which UCC section 2-207 was created and is now applied; (2) a summary of the pre-Code rule; (3) an overview of the rule engendered by section 2-207; (4) an analysis of the interpretative history of section 2-207; (5) a proposed decision model for the application of section 2-207; and (6) the suggested statutory revision

Getting from Salbu to the Tipping Point: The Role of Corporate Action within a Portfolio of Anti-Corruption Strategies

Salbu\u27s big questions identify core issues for scholars on bribery and corruption. Salbu asks: (1) when may it be ethical to pay a bribe, (2) whether the Foreign Corrupt Practices Act\u27s ( FCPA ) provisions on routine government action permit us to distinguish between appropriate and inappropriate facilitative payments, (3) whether non-governmental organizations ( NGOs ) should supplant the role of governments in fighting corruption, and (4) whether corporate principles can have an impact in the fight against corruption. Our focus is primarily on the latter question, but encompasses all of them. Implicit in Salbu\u27s list is the question of whether a single magic bullet can be identified as a likely solution to the problem of corruption, e.g. whether NGOs should supplant governmental action. Instead of phrasing the question in terms of either-or, we would ask: What is the appropriate mix of strategies to most effectively combat corruption? The choice is not choosing between strategies, but finding the right mix of strategies to capitalize on their synergies and most effectively combat corruption from all sides. We argue that a portfolio of strategies will be the most efficient route to conquering corruption. Over time, new strategies may emerge and the relative importance of strategies will shift within an anti-corruption portfolio. Among the current portfolio of strategies, we believe that corporate action, both individually and on a coordinated basis, can have a significant impact on the levels of corruption in international business. In addition, such an approach can provide a way out of the routine government action problem Salbu identifies. Within the realm of possible corporate strategies we have proposed a Sullivan-like principles approach which we believe can constitute an important weapon in the overall anti-corruption portfolio. Salbu critiques our approach and we respond. Finally, Salbu\u27s first question on the ethics of paying bribes raises further questions about the normative foundations of the battle against corruption. We argue that a sufficient normative foundation is essential for success in fighting corruption, and we offer some thoughts on the nature of adequate normative justification

Two Decades of 2-207: Review, Reflection and Revision

This article is divided into six parts: (1) a description of the modern commercial context within which UCC section 2-207 was created and is now applied; (2) a summary of the pre-Code rule; (3) an overview of the rule engendered by section 2-207; (4) an analysis of the interpretative history of section 2-207; (5) a proposed decision model for the application of section 2-207; and (6) the suggested statutory revision

Getting from Salbu to the Tipping Point: The Role of Corporate Action within a Portfolio of Anti-Corruption Strategies

Salbu\u27s big questions identify core issues for scholars on bribery and corruption. Salbu asks: (1) when may it be ethical to pay a bribe, (2) whether the Foreign Corrupt Practices Act\u27s ( FCPA ) provisions on routine government action permit us to distinguish between appropriate and inappropriate facilitative payments, (3) whether non-governmental organizations ( NGOs ) should supplant the role of governments in fighting corruption, and (4) whether corporate principles can have an impact in the fight against corruption. Our focus is primarily on the latter question, but encompasses all of them. Implicit in Salbu\u27s list is the question of whether a single magic bullet can be identified as a likely solution to the problem of corruption, e.g. whether NGOs should supplant governmental action. Instead of phrasing the question in terms of either-or, we would ask: What is the appropriate mix of strategies to most effectively combat corruption? The choice is not choosing between strategies, but finding the right mix of strategies to capitalize on their synergies and most effectively combat corruption from all sides. We argue that a portfolio of strategies will be the most efficient route to conquering corruption. Over time, new strategies may emerge and the relative importance of strategies will shift within an anti-corruption portfolio. Among the current portfolio of strategies, we believe that corporate action, both individually and on a coordinated basis, can have a significant impact on the levels of corruption in international business. In addition, such an approach can provide a way out of the routine government action problem Salbu identifies. Within the realm of possible corporate strategies we have proposed a Sullivan-like principles approach which we believe can constitute an important weapon in the overall anti-corruption portfolio. Salbu critiques our approach and we respond. Finally, Salbu\u27s first question on the ethics of paying bribes raises further questions about the normative foundations of the battle against corruption. We argue that a sufficient normative foundation is essential for success in fighting corruption, and we offer some thoughts on the nature of adequate normative justification

Corporate Hypergoals, Sustainable Peace, and the Adapted Firm

Hypergoals are a set of specifiable goals applicable to all publicly-owned, for-profit corporations independent of their purpose, type, business, or legal governance. The identification of hypergoals should be limited to those factors for which a plausible empirical case can be made concerning their role as essential foundations for efficient business interaction. In the context of hypergoals, corporations have a role to play in working toward global, sustainable peace. In working toward the hypergoal of sustainable peace, corporations must attend to two tiers: an immediate, short-term orientation to foster solidarity with local populations in which the corporation works and a longer-term orientation to abide by the specific norms that have been linked to sustainable peace. A framework of corporate decision strategies for dealing with issues such as the violence associated with the distribution of conflict diamonds is presented. Traditional strategies include the Corporate Imperalist, the Corporate Chameleon, the Corporate Nationalist, and the Corporate Opportunist. The model of the Adapted Firm, which would pursue certain identified hypergoals, would better face the challenges posed by conflict diamonds than would other models

HIV-1 Replication in the Central Nervous System Occurs in Two Distinct Cell Types

Human immunodeficiency virus type 1 (HIV-1) infection of the central nervous system (CNS) can lead to the development of HIV-1-associated dementia (HAD). We examined the virological characteristics of HIV-1 in the cerebrospinal fluid (CSF) of HAD subjects to explore the association between independent viral replication in the CNS and the development of overt dementia. We found that genetically compartmentalized CCR5-tropic (R5) T cell-tropic and macrophage-tropic HIV-1 populations were independently detected in the CSF of subjects diagnosed with HIV-1-associated dementia. Macrophage-tropic HIV-1 populations were genetically diverse, representing established CNS infections, while R5 T cell-tropic HIV-1 populations were clonally amplified and associated with pleocytosis. R5 T cell-tropic viruses required high levels of surface CD4 to enter cells, and their presence was correlated with rapid decay of virus in the CSF with therapy initiation (similar to virus in the blood that is replicating in activated T cells). Macrophage-tropic viruses could enter cells with low levels of CD4, and their presence was correlated with slow decay of virus in the CSF, demonstrating a separate long-lived cell as the source of the virus. These studies demonstrate two distinct virological states inferred from the CSF virus in subjects diagnosed with HAD. Finally, macrophage-tropic viruses were largely restricted to the CNS/CSF compartment and not the blood, and in one case we were able to identify the macrophage-tropic lineage as a minor variant nearly two years before its expansion in the CNS. These results suggest that HIV-1 variants in CSF can provide information about viral replication and evolution in the CNS, events that are likely to play an important role in HIV-associated neurocognitive disorders