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. For
instance, it isn't reasonable to expect stakeholder theory (or any theory) to provide
highly specific guidance for most situations managers are likely to face.
Still, offering greater substance and direction is clearly necessary if stakeholder
theory is to lay claim to "managerial relevance." Developing and illustrating
such a proposal is beyond the scope of this paper, but it deserves our attention as
a central chaiienge for the fieid. Several authors have already begun moving in
this direction (e.g.. Elms and Berman, 1997: Freeman. 1994; Jones and Wicks, 1998).
IRRELE\^NCE OF FIDUCIARY DUTIES TO SHAREHOLDERS 289
A final and equally important challenge lies in education. If our analysis is
correct, and the presumed legal obstacles to stakeholder theory are largely absent,
this suggests that while conflict between the interests of shareholders and
other stakeholders will not disappear, they need not be structurally inevitable or
as unreconciliable as many would assume. Arguably, managers and much of the
public have accepted a relatively unquestioned and problematic ideology that
defines the shareholder/manager relationship as that of principal/agent, assuming,
perhaps naively, that it was based on deep social consensus and legal
precedent. In that case, a major challenge for ethicists and business schools lies
in exposing this myth to students and the publ ic at large and clarifying that whatever
differences exist between stakeholder and shareholder theorists, these are
ideologically based and thus contestable. Students and managers also need to
know that they do not risk violating the law or well-founded social norms should
they choose to manage their firms in a manner that weighs the interests of other
groups with the same gravity that they bring to questions of shareholder value.
Specifically, education should include the following:
1. The stakeholder paradox is largely a false, ideologically created and
avoidable problem since managers are not compelled to choose between
the law and stakeholder ethics
2. Managers have considerable freedom to make decisions regarding firm
operations and investments and are not legally bound to reach decisions
purely on the basis of their impact on shareholders.
3 Stakeholder theory need not be the antithesis of Friedman's shareholder
theory, but can serve as a more compelling, inclusive, and realistic account
of bow business organizations can and should operate.
These educational efforts, combined with efforts at the kinds of modest legal
reform outlined above, can help reshape the institutional landscape in a direction
that would make it more receptive to stakeholder formulations of ethical
business practice. We believe that by addressing these managerial and practical
challenges, significant headway can be made both in expanding the influence of
stakeholder theory and moving beyond some of the conceptual roadblocks present
in much of the recent literature.
Notes
'In the rare case that a court will ''pierce the corporate veil" and find a stockholder personally
liable for a tort committed by a corporation, the stockholder is almost invariably
involved in the tortuous act and/or has clearly aimed to use incorporation as a personal shield
to avoid personal liability for highly negligent or reckless behavior
"See Paramount v Time (1989) for a refutation of the i