More Preaching, Fewer Rules

A Process for the Corporate Lawyer’s Maintenance of Corporate Ethics

By Leonard Bucklin

Executive Summary. Ethics epistemology, sociological theory, and governance experience can be used to develop a practical process to be used in corporate governance.

Lawyers charged to be ethics officers should replace bad assumptions about “corporate ethics” with better premises. A modern corporation is a social organization made up of patterns of communication. The patterns of communication form the world in which employees make their decisions. Employees (including top management) make rational moral decisions based on the world in which they think they live.

The concept of the morally neutral attorney is not appropriate for the advisory job of the corporate attorney, especially that of the attorney as Ethics Officer. When the choice of company action involves moral decision making, the advice of the corporate attorney, whether acting as ethics officer or not, should include moral comments. The advisor attorney is entitled to be, and should be, a morally autonomous person, making independent value judgements and acting upon them. The advisee who has not considered the moral implications is entitled to have, and should have, his/her attention directed to the moral implications and the need to address those implications.

The public has created a new combination of legal rules and public moral philosophy, a Neoethics. It is a public corporate governance ideology both aimed at business morality and also requiring corporations to enforce that ideology.

The nature of moral decision-making within a corporation suggests a realistic process for corporate ethics programs. The attorney EO should rely less on rules; more on open and earnest advocacy of moral values. The attorney EO should use the corporate patterns of communication to install and demonstrate appropriate values within the world in which employees think they live.

The above is the summary from the 65 page article of Bucklin which was invited by, and published by, the Ohio Northern University Law Review. See Vol. XXXV, Number 3 (2009). Read the full article in PDF format here.