Competing Visions of the Corporation in Catholic Social Thought

Catholic Social Thought (CST) is coherent body of principles concerning the organization of social and economic life drawing on the inspiration of natural law, Thomism, the Gospel and the tradition of Christian personalism. While valuing the creative energy of capitalism and its contributions to the production of wealth, it is often highly critical of the inequalities generated by capitalism, its tendency to promote materialistic consumerism and capital's devaluation of the dignity of work. While not easily characterizable as "right" or "left", CST thinking about corporate social responsibility and corporate governance has become split between interpretations emphasizing the importance of economic liberty to human dignity (a central CST value) and those deriving from a much more communitarian conception of that dignity. This paper contests the neoconsevative positions articulated principally by Michael Novak, and identifies the core CST premises that lead to a much more communitarian vision of the corporation. In so doing, it emphasizes affinities between that vision and secular views of the corporation derived from the critical and legal progressive traditions.

Lawyers in the Perfect Storm

The multiple corporate collapses and scandals of recent years, for which "Enron" is a convenient shorthand, resulted from a perfect storm in which regulatory oversight, the law of fiduciary duty, gatekeepers, market discipline, and contractual incentives all failed to prevent gross self-dealing, conflicts of interest, and deception, or themselves produced perverse consequences. The story of this simultaneous failure of the structures in place since the New Deal and before, has received considerable attention in both the popular and scholarly literature, but is summarized here to provide a context for consideration of the contributions that lawyers made to the perfect storm. The contribution of lawyers has received less attention than that of gatekeepers such as auditors and research analysts, perhaps because their complex role as both advocates and gatekeepers does not lend itself to a relatively simple morality tale, as did the failures of the auditors and analysts. This article attempts to identify the various types of failures by lawyers in these cases, and argues that there is no single way to describe or explain them; lawyers contributed to the perfect storm in at least several different ways. This complexity suggests that the SEC's new professional standards for lawyers, while perhaps helpful, do not provide a comprehensive solution to the problems that produced a significant contribution by lawyers to the perfect storm.

Lawyers in the Moral Maze

This article overviews the various forms of lawyer complicity in illegal or immoral behavior by corporate managers in the corporate scandals of the last three years, but focuses primarily on the question of why lawyers so often seemed willing to engage in or ignore behavior that presumably violated their own personal moral codes (whether religious or secular) as well as their professional role morality. The article draws on Robert Jackall's Moral Mazes (1988) for an answer derived from the sociology of corporate bureaucracies. Jackall's case studies of corporate managers found that managers adhered to the moral "rules-in-use" developed in their social setting to facilitate their own survival and success. These rules emphasized an ethos of unrelenting pragmatism, flexibility and cynicism that placed great weight on group loyalty. By adopting their social setting's actual moral rules-in-use, managers tended to bracket other moral considerations, removing such considerations as a potential obstacle to illegal or immoral behavior. Applying Jackall's concept of socially-defined moral rules-in-use to corporate in-house counsel and lawyers in large firms, the article concludes that the social settings in which lawyers operate can produce a similar bracketing of moral concerns and, even more important, the type of professional role morality that should check managerial wrongdoing. The potential impact of the SEC's new professional standards for lawyers is assessed pessimistically in light of this phenomenon.

The contribution of starbursts and normal galaxies to infrared luminosity functions at z < 2

We present a parameter-less approach to predict the shape of the infrared (IR) luminosity function (LF) at redshifts z < 2. It requires no tuning and relies on only three observables: (1) the redshift evolution of the stellar mass function for star-forming galaxies, (2) the evolution of the specific star formation rate (sSFR) of main-sequence galaxies, and (3) the double-Gaussian decomposition of the sSFR-distribution at fixed stellar mass into a contribution (assumed redshift- and mass-invariant) from main-sequence and starburst activity. This self-consistent and simple framework provides a powerful tool for predicting cosmological observables: observed IR LFs are successfully matched at all z < 2, suggesting a constant or only weakly redshift-dependent contribution (8-14%) of starbursts to the star formation rate density. We separate the contributions of main-sequence and starburst activity to the global IR LF at all redshifts. The luminosity threshold above which the starburst component dominates the IR LF rises from log(LIR/Lsun) = 11.4 to 12.8 over 0 < z < 2, reflecting our assumed (1+z)^2.8-evolution of sSFR in main-sequence galaxies.Comment: 7 pages, 4 figures & 1 table. Accepted for publication in ApJL. Minor typos corrected in v2 following receipt of proof

State Limited and Private Offering Exemptions: The Maryland Experience in a National Perspective

A limited or private offering of securities exempted from federal registration still may have to be registered in one or more states, because the state exemptions for these transactions are often different from the available federal exemptions. These differences, however, do not reflect a principled allocation of regulatory responsibilities between the Securities and Exchange Commission and the state securities administrators, but rather derive from historical, philosophical, and structural differences between the federal and state securities laws. Recent reforms of the federal exemptive system have produced new concern about the impact of these differences on the capital formation process, and have led to a reevaluation of the goals of state limited and private offering exemptions. Reevaluation of the exemptive scheme under the Maryland Securities Act in light of these developments has resulted in both statutory amendment and adoption of two new exemptive rules. The author, who was one of the draftsmen of these rules, explores their relation to the national and Maryland experience with state limited and private offering exemptions, and examines many of the novel questions of policy and practice generated by the new Maryland rules