From imagination to realization: A legal foundation for stakeholder theory

Can we expect the corporate directors' fiduciary duties law and business judgment rule to develop in a civil law jurisdiction the laws of which are built upon sophisticated statutes full of mandatory rules and are interpreted by conservative judges? The answer may be a surprising yes as far as Korea is concerned. Although the current situation in Korea in respect of the corporate directors' fiduciary law is a hybrid of case law and statute, there is a trend toward refinement of relevant legal rules and principles along with the gradual recognition of the business judgment rule as it was developed in the United States. This article describes the recent high profile court cases in Korea in which the directors' liabilities and business judgment rule were discussed.

In this article I address the question of what Martti Koskenniemi refers to in his EJIL Foreword as Hugo Grotius’ legal imagination – the type of values he was trying to convey and the strategies he meant to pursue while constructing his idea of an international legal order. As a matter of fact, focusing on such an apparently narrow aspect is not just relevant to those with a historical interest in Grotius. It also tells us something about the inveterate relationship between international law and historiographic practices. What I want to suggest here is that the history of international law is not just an a posteriori critical reflection on the international legal order – a subgenre for lovers of intellectual escapism in search of a distraction from the many problems of the contemporary world – but, rather, that one of the many successful projects of international law was (and still is) the ambition to order the world through histories.

One way of looking at the association between ethics and stakeholder theory – of examining the idea that stakeholder theory has a strong moral foundation – is to consider how the stakeholder approach might in fact be directly driven by and guided by the moral obligations of business. An alternative perspective we offer is that stakeholder theory only indirectly derives from the moral obligations of business, with business purpose serving as a mediating factor. We work through the fairly straightforward logic behind that alternative perspective in this chapter. We argue that it is a better way to think about the association between ethics and stakeholder theory, particularly because it allows for a theoretical and practical distinction between corporate social responsibility and stakeholder theory. Stakeholder theory can thereby continue developing as a theory of strategic management, even as it brings morals to the fore in ways that other approaches to strategic management do not.

- The only detailed, comprehensive treatment of stakeholder theory-the most popular framework for discussions of business ethics-currently in print - Examines stakeholder theory from the perspective of several fields of study, including strategic management, economics, moral and political philosophy, social psychology, and environmental ethics - Provides a means for determining who are and are not stakeholders and why-including such controversial stakeholder candidates as competitors, activists, and the natural environment Business ethics is a staple in the news today. One of the most difficult ethical questions facing managers is, To whom are they responsible? Organizations can affect and are affected by many different constituencies-these groups are often called stakeholders. But who are these stakeholders? What sort of managerial attention should they receive? Is there a legal duty to attend to stakeholders or is such a duty legally prohibited due to the shareholder wealth maximization imperative? In short, for whose benefit ought a firm be managed? Despite the ever growing importance of these questions, there is no comprehensive, theoretical treatment of the stakeholder framework currently in print. In Stakeholder Theory and Organizational Ethics, Robert Phillips provides an extended defense of stakeholder theory as the preeminent theory of organizational ethics today. Addressing the difficult question of what the moral underpinning of stakeholder theory should be, Phillips elaborates a of stakeholder fairness based on the ideas of the late John Rawls-the most prominent moral and political philosopher of the twentieth century. Phillips shows how this principle clarifies several long-standing questions in stakeholder theory, including: Who are an organization's legitimate stakeholders? What is the basis for this legitimacy? What, if any, are the limits of stakeholder theory? What is the relationship between stakeholder theory and other moral, political, and business ethical theories? Applying research from many related disciplines, Stakeholder Theory and Organizational Ethics is an overdue response to several long-standing and fundamental points of contention within business ethics and management theory.

This paper intends to inform and avail instructors of pedagogical approaches proven effective in winter sports environments, specifically in the sport of snowboarding, that we suggest may be particularly effective in teaching business law to non-law students in undergraduate business programs. We join other scholars in examining the approach to teaching business law to non-law students in an effort to develop the knowledge and skills necessary to manage the dynamic and untidy legal issues that business professionals deal with, while mitigating the difficult and confusing subject matter and pedagogy associated with business law courses. Broadly speaking, teaching requires the acquisition of skills and knowledge; teaching law, the practice of law, and snowboarding are no different. Undergraduate business law courses are an essential accompaniment to the suite of curricula associated with various majors within business schools, such as management, accounting, economics and supply chain. It is particularly important for business school students to develop and retain skills and knowledge associated with legal studies for several reasons. Students' exposure to legal studies concepts is typically limited, yet the topics are critical for developing the conceptual skill to understand and work within the broader business environment. A basic understanding of business law can help managers make sound business decisions, and in the wake of corporate scandals over the last twenty years, an awareness of the legal environment of the business is ever more urgent. One important way that business law courses develop students' knowledge and conceptual skills is through the critical thinking required to identify legal issues in cases presented and to apply abstract legal concepts to the management of those legal issues. this is often a difficult challenge for students; mastery requires high-impact learning experiences and significant applied practice. The same can be said of snowboarding knowledge and skills. A snowboard instructor can talk about snowboarding with a new athlete, but the athlete can only learn how to snowboard by the significant applied practice of snowboarding. Business law instruction is similar to snowboarding instruction in a number of other more specific ways. In both domains, it is critical that students receive frequent instruction on how to perform relevant skills and feedback on performance to improve at their craft. The learning curve is steep for both business law and snowboarding students- concepts are often not intuitive, they can be overwhelming, and it can be a frustrating and painful process. A common reason that snow sports enthusiasts give for avoiding snowboarding is the steep and often physically painful learning curve that must be endured. In undergraduate business law courses, students are given background for the cases they study, yet spillover from law school pedagogy often means that business law instructors are hesitant to engage in high-touch practices that lead to internalizing a shift from transmitting knowledge to facilitating active learning. We believe these insights have the potential to enhance dramatically student learning of business law concepts. In this paper, we explore snow-sport pedagogy, snowboarding in particular, to gather specific insights into how to improve business law instruction in business schools. We first present a brief background describing the dominant paradigm in business law education, drawing from select scholarly literature on legal studies education in business, and then introduce sport and snow-sport pedagogy, including connections to legal studies pedagogy. We then turn specifically to snowboarding pedagogy, discussing how the development of the field generated specific pedagogical approaches in response to the nature of snowboarding as a sport. In particular, snowboard instructors have proven to be innovative and encouraged to disrupt pedagogical boundaries. Here, we offer specific core insights from snowboard pedagogy and how they may be applied to business law instruction.

Stakeholder theory (ST) is a profound theory in business ethics and organizational management. Though several ST reviews are available, they remain restricted to functional or niche areas. Specifically, no study, to date, has attempted to review ST research in its entirety. To address this noteworthy gap, this study endeavors to (i) offer a comprehensive definition of ST and (ii) retrospect ST research and prospect its promising avenues for future growth. Given the large corpus (n = 988) and long history (1969–2021) of ST research, this study adopts and performs a systematic literature review using bibliometric analysis (performance analysis and science mapping). Consequently, this study reveals (i) the productivity (publication) and impact (citation) of ST research and its contributors (journals, authors, countries), (ii) the major thematic clusters of ST research (ST and sustainability, ST and organizational performance, ST and strategic management, and ST and stakeholder management), and (iii) the promising avenues to advance ST research across all its major thematic clusters.

This is a reconsideration of Hans Kelsen’s pure theory of law from the standpoint of a long-time business lawyer, contract theoretician, and Kant-influenced epistemologist. The essay: (a) reconsiders the pure theory in the context of contract and business law (i) in light of how legal reasoning operates (something the pure theory accurately characterizes) in contract and business law (as, for example, in the classic consideration/promissory estoppel case, Allegheny College), and (ii) with a more faithful or more satisfying account than Kelsen provided of the kind of knowledge we obtain if we are going to think of contract and business law as a kind of science, whether descriptive or normative, under Kantian conceptions of cognition and reason; and (b) considers the practical and theoretical implications of the foregoing somewhat obscure and arcane distinction, if not for the contract and business lawyers who actually do the practicing, then at least for those who teach them. Facing reality before deciding on a course of action is often the hardest task for lawyers and their clients. I am thus skeptical of a legal “science” that seeks an ironically and paradoxically abstract positive law of contracts, an ideally coherent doctrine that exists somewhere “out there,” removed from its application to real world experience.

This chapter assesses fiduciary law within the framework of private law theory. Fiduciary law and private law theory seem made for one another. Fiduciary law is centrally focused on the morally attractive end of maintaining relationships of trust and confidence among individuals. But it does so by bracketing highly abstract normative theory in favor of well-developed legal constructs such as duties of loyalty and care. It is comfortable with pluralism, complexity, and context-specificity. Moreover, it represents a rational structure that is not wholly dependent on external criteria yet does not aspire to strict independence from empirical considerations and normative values. Fiduciary law nevertheless poses some challenges for private law theory. As an evolving field, it may grow in unanticipated directions and risk the loss of its former coherence. The possibility of this loss of a coherent organizing structure has motivated considerable recent work in the theory of fiduciary law, and also in legal theory more generally, as scholars seek to understand how normative pluralism can coexist with stable, rational legal doctrine.

This research article presents an argumentative discourse on the complex interplay between linguistic challenges and ethical practices in business law. Drawing from recent research, case studies, and legal theory, it explores the influence of language barriers and communication challenges on the ethical decision-making process within multinational corporations, cross-border transactions, and international dispute resolution. By examining the impacts of these challenges, the article emphasizes the significance of implementing effective strategies and policies that bridge linguistic gaps and promote a culture of ethical practices in business law. The argument unfolds in three primary sections: Linguistic Challenges in Business Law, The Nexus of Language and Ethical Decision-Making, and Strategies and Recommendations. The article concludes with an emphasis on the pressing need for legal practitioners, policymakers, and scholars to prioritize the development of effective linguistic strategies and the promotion of ethical practices in business law, ensuring that language barriers do not impede the pursuit of justice and fairness in the globalized business landscape.

We reflect on the past, present, and future of stakeholder theory, focusing on its link to strategy and organization scholarship. Stakeholder theory was originally conceived as a theory of strategic management, but for most of its history it largely developed without having a noticeable impact on strategy research. This has changed in the past decade, however, with the strategy field making a “stakeholder turn.” We highlight the streams of research at the forefront of this turn, including work on “behavioral stakeholder theory,” ‘stakeholder strategy theory,’ and “stakeholder governance.” We conclude with an outlook on how stakeholder theory can help strategy scholars develop a theory of managing value creation that explicitly acknowledges both the economic and moral nature of relationships in and around organizations.

What is the use of legal principles in taxation? And do they have anything to do with morality? These are the main questions this article addresses -- focusing on the theoretical and practical role of fundamental legal principles on the European continent.It is argued that principles indeed embody the dimension of morality (justice, fairness) -- other than policies. These abstract principles are to be distinguished from rules, which contain more specific standards for behaviour. Moreover, law-making and law-applying institutions are not the authors of legal principles, for they find the principles in the law. Because principles are external standards to law-makers, the body of rules established by law-makers should be in conformity to fundamental legal principles. Hence, legal principles -- embodying the ‘internal morality of law’ -- function as essential criteria of evaluation. Furthermore, these regulative ideals can be entrenched in a broader philosophy of law which accounts for some of their characteristics -- such as inconclusiveness. Legal values and principles connect the legal system with the moral values and principles prevailing in society; the former function as a kind of filter. Thus, legal principles are vehicles in the movement back and forth between legal values and legal rules. Abstract principles in turn cannot be applied directly unless they are specified and elaborated in rules.Next, this theory is put into practice. Some examples in the field of tax law are discussed in order to show the added value of the principle-based method of legal reasoning which can take account of varying circumstances. It will be shown that judges actually make use of principles, for example as the normative basis for rule-making. Moreover, it will appear that if it is not (yet) possible to establish a rule, priority principles may be developed to guide law-making. Thus, these examples show some aspects of principle-based reasoning in tax law. The practice of tax law reflects a theoretical approach which conceives of law as a system of rules based on coherent set of moral principles.

This book provides comprehensive and, above all, business focused guidance on the fundamentals of business law and how they should be integrated into ethical and effective business decisions. It concentrates on legal principles and thereby is able to articulate the impact of global business law and its international applications  providing  a comprehensive overview of the legal and ethical principles which both facilitate and regulate corporate business. This is an ambitious undertaking, yet arguably no more ambitious than the projects undertaken by global business leaders making business decisions around the world. The author combines the expertise of a long-term blue chip law background with the insights of an experienced business educator. Law and Ethics in Global Business is both a comprehensive course book for MBA study and an invaluable business reference source for any executive involved in global business.

Public utility regulation is one example of how stakeholder theory has actually evolved in practice. Through trial and error, court cases, statutory law and economic realities, stakeholder theory has its origins almost a century before R Edward Freeman published his seminal workStrategic Management: A Stakeholder Approach. This wealth of historical data is largely overlooked by the stakeholder literature. We will show in this article how the specific history of public utility regulation provides at least one answer to how stakeholder theory can be formulated, used, and applied. Thisprocessof determining and protecting stakeholder interests is significantly different from rationalist trends in stakeholder theory.1Rather than first trying to determine the requirements of stakeholder theory in conjunction with an ideal ethical theory, the account given here is of anevolutionary stakeholder theorywhere rules arise out of the ongoing search for cooperative solutions among all stakeholders.

Ntina Tzouvala’s book Capitalism as Civilisation offers a critical analysis of the ‘standard of civilisation’ in international law. By combining historically situated Marxist analysis with structural linguistics the book makes a powerful contribution to the landscape of legal theory. This essay engages with Tzouvala’s methodological intervention and her proposition of a materialist theory of international law. While concurring with Tzouvala’s starting point that ‘critiquing law while avoiding its reification is one of the biggest challenges for materialist legal theory’, the essay questions Tzouvala’s insistence on linguistic structuralism as yet another form of reification through dialectic predetermination. It is this assumed predetermination, as a habit of thought of dialectical thinking, that makes it difficult to relate affirmatively to progressive practices in international law. To develop an alternative understanding of international legal practice that defies the perimeters of possibility of linguistic structuralism, this essay draws on scholarship loosely related to new materialism.

The action of a taxpayer when trusting in information concerning the content and interpretation of tax law obtained from tax authorities – between the constitutional principle of legalism and the principle of the protection of legitimate expectations