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Stakeholder theory begins with the assumptionthat values are necessarily and explicitly a part of doing business. It asks
managersto articulatethe shared sense of the value they create, and what brings its core stakeholderstogether.It also
pushes managersto be clear about how they want to do business, specifically what kinds of relationshipsthey want and
need to create with their stakeholdersto deliver on their purpose. This paper offers a response to Sundaramand Inkpen's
article "The CorporateObjective Revisited" by clarifying misconceptions about stakeholdertheory and concluding that
truth and freedom are best served by seeing business and ethics as connected.
Key words: stakeholdertheory; corporateobjectives; separationthesis; value creatitheory
stakeholderrelationships
so thatstakeholdersdo not exit the deal-or worse-use value for shareholders.How else could managerscreate
the politicalprocessto appropriate value for themselves shareholdervalue other than by creatingproductsand
or regulatethe value createdfor others. servicesthatcustomersare willing to buy, offeringjobs
All of this seems to us to be managerialcommon that employeesare willing to fill, buildingrelationships
sense, dressed up in its Sunday finery for publica- with suppliersthat companies are eager to have, and
tion. Stakeholdertheory is inherentlymanagerial,as being good citizens in the community?Creatingvalue
Donaldsonand Preston(1995) argue and as countless for stakeholdersis important,if for no otherreasonthan
executives have testified (for a recent example, see to avoid the folly of regulationand governmentexpro-
George 2003). As we argue elsewherein this journal, priation.Of course,understoodthis way, Sundaramand
stakeholdertheoryfinds its justificationin a pragmatist Inkpen'sclaimthatshareholdertheoryis pro-stakeholder
approachto managementtheory (Wicks and Freeman is also correct.Hereis the mainpoint:Thereis no need
1998). to posit these theoriesas oppositional.Joneset al. (2002)
and many othershave made this point for years.
The Primacy of Creating Value for Stakeholders (2) StakeholderTheory Gives Us the Correct Way
The main rhetoricalthrust of Sundaramand Inkpen to Think About EntrepreneurialRisks. Venkataraman
comes in a five-pointargumentfor the primacyof share- (2002) suggests that taking a stakeholderapproach
holdervalue maximization.They suggest: enablesus to developa more robusttheoryof entrepre-
(1) The goal of maximizingshareholder valueis pro- neurship,one in which the role of entrepreneurial risk
stakeholder. valuecreates is better understood. Sundaram and Inkpen's view is
(2) Maximizingshareholder
the appropriate incentivesfor managersto assume that taking such an approach would lead to risk avoid-
entrepreneurial risks.(3) Havingmorethanoneobjective ance behaviorby managers,because,accordingto them,
functionwill makegoverning if
difficult, not impossible. "constituenciesexcept the residualcash flow claimants
(4) It is easierto make shareholdersout of stakeholders have incentivesto dissuademanagersfromtakingexces-
thanvice versa.(5) In the eventof a breachof contract sive entrepreneurial risks."Leaving aside the question
or trust,stakeholders, compared withshareholders,have of excessive risks and whetheravoidingexcessive risks
protection (or can seekremedies)throughcontracts and is a good or bad thing, this argumentagain shows that
thelegalsystem. Sundaramand Inkpen'sview of stakeholdertheory is
Giventhat Sundaramand Inkpenhave lumpedso many one of allocatingbenefits to other stakeholdersat the
differentviews into stakeholdertheory,it does not make expense of shareholders.Of course, it is in each stake-
to take risks that can
sense to take the time and space to addressevery argu- holder'sinterestfor management
ment they put forthagainstit. Thereis, in fact, a large
lead to increasing the size of the pie for everyone.
literatureon stakeholdertheorythatclarifieswhat stake- Indeed,in
the real world, opposed the worldof eco-
as to
nomicsjournals,managersoften work with stakeholder
holdertheoryis and why it does not fall victim to the
groups,such as customersand suppliers,to jointly test
argumentsthatSundaramand Inkpenuse (Phillipset al. new productsand services.Often,customersand suppli-
2003). Instead,we wish to suggestthe followingas alter- ers will
nativeargumentsfor the view thatwe shouldunderstand accept some of the risk inherentin developing
new ideas, products,and programs.The recentwave of
capitalismas creatingvalue for stakeholders: corporatealliancesand the emergenceof issues such as
(1) The goal of creating value for stakeholdersis supply-chainmanagementareevidencethatstakeholders
decidedlypro-shareholder. can see their interestsas joint, not just opposed. (For
(2) Creatingvalue for stakeholderscreatesthe appro- a nice review of this literature,see Inkpen 2001.) By
priateincentivesfor managersto assumeentrepreneurial focusing on the allocation aspect of stakeholderthe-
risks.
ory, Sundaramand Inkpen miss the idea of seeing
(3) Having one objectivefunctionwill make gover- entrepreneurial risk in its richer context of joint stake-
nance and managementdifficult,if not impossible. holder relationships.
(4) It is easierto makestakeholdersout of sharehold-
ers thanvice versa. (3) Having One Objective Function Makes Gover-
nance and Management Difficult. It is hard to imagine
(5) In the eventof a breachof contractor trust,share-
holders, comparedwith stakeholders,have protection how anyone can look at the recent wave of business
scandals, all of which are oriented toward ever-
(or can seek remedies)throughmechanismssuch as the
marketfor shares. increasing shareholder value at the expense of other
We shall brieflytake each argumentin turn. stakeholders, and argue that this philosophy is a good
idea. The problem with focusing on a single objec-
(1) StakeholderTheoryIs DecidedlyPro-Shareholder. tive is that the world is complex, and managers and
Shareholdersarestakeholders,at least accordingto every directors are boundedly rational (at least we can meet
piece of literaturewith which we are familiar,or that economists on their own assumptions). By employ-
we have written.Creatingvalue for stakeholderscreates ing pseudoscientific measurements and quantifying away
uncertaintyin a naively Bayesian fashion, proponents We recognizethatthe shareholderview does not con-
of techniquessuch as economic value added and other done the activities of managersat these firms. Indeed,
consultingploys have convincedmany companiesand the shareholderview finds these actions deplorable.
managersthat the effects of a particularprojectcan be However,the issue is which worldviewenables man-
seen in the short-termmovementof a company'scom- agers to rationalize risky, unethical, and ultimately
mon stock. There is too much complexity and uncer- illegal behavior.Our claim is that a view that places
tainty.Managersneed to use judgmentmore than ever. moralitylargelyout of the conversation,andthatreduces
It is not always clear how the new plant in Indonesia managerialresponsibilityto making money, is more
is going to affect our operationsin Paris, and how hir- likely to foster unethical behavior.At the very least,
ing a new humanresourcesdirectorin Omahacan affect Sundaramand Inkpen'sview does not seem to offer us
Friday'sstock price. If we see stakeholderinterestsas much help in seeing ethics as connectedto the day-to-
fundamentally joint, it will be the managers'job to guide day activitiesof managers,and as providingthem with
these relationshipsin the right direction.If these rela- resourcesto bettermanagethe challengesof the day.
tionshipsare managedwell, shareholderswill reap the
(4) It Is Easier to Make StakeholdersOut of Share-
profits.It has long been known in philosophy,at least holders. This one is easy. Shareholdersare already
since JohnStuartMill andprobablysince Aristotle,that
stakeholders. Q.E.D.
if you wantto maximizea particularthing, such as util-
ity, you shouldperhapsnot try to do it consciously.As (5) StakeholdersHave Remedies that Shareholders
Hayek and othershave suggested,in a complex world Do Not Have. This issue is tricky. Oliver Williamson
orderemerges. has tried to make the point that nonshareholderstake-
In reducing this complexity, the shareholderview holdershave contractualremediesthat shareholdersdo
is more susceptible to moral myopia. According to not have, so that shareholdersbear greaterasset speci-
Sundaramand Inkpen(2004), having a single function ficity (thecost of redeployingassets).This argumenthas
for the firm makes life easier for managersprecisely been rebuttedby the idea thatthe marketfor sharesacts
becauseit cuts throughthe morassof claims andpoten- as an instantlycostless redeploymentprocess (Freeman
tial responsibilitiesplacedat the feet of managers.They and Evan 1990). Shareholderswho sell enough stock
claim managementhas only one responsibility:Make to move the price of the stock cannot instantlyrede-
money for the shareholders.Although this is conve- ploy costlessly, of course, but this is a functionof the
nient for managersit distortsreality (i.e., both legally size of the holdings.It is possible that large suppliers,
and morally)and fosters a worldviewwhere managers large customers,and large shareholdershave more in
do not see themselvesas moral agents responsibleto a commonthanwould appearat firstglance.Freemanand
wide arrayof groupsfor theiractions.If makingmoney Evan distinguishbetween safeguards-where the par-
for shareholdersis my primaryduty and I do not have ties to the contractpay the costs of the safeguards-and
responsibilitiesto other groups, it might be consider- contracts-where the costs of safeguardscan be imposed
ably easier for me to rationalizequestionablepractices on others.They suggest that the claim that stakehold-
thatplace harmat the feet of nonshareholder stakehold- ers can morecostlessly redeployis really the claim that
ers (such as workersor suppliers,to whom I allegedly there are mechanismsin society so that partiesexter-
have no moralresponsibilities)in the nameof increased nal to the contractpay the costs. Witnessthe so called
profitability. protectionsof labor:the Fair LaborPracticesAct, the
This view also downplaysthe languageof morality NationalLaborRelationsBoard,andso on. If this is cor-
and moralcomplexity.Businessis aboutmakingmoney rect, shareholdersappearto be in the sameboat as other
for shareholders.Thereis no clear moralgroundingfor stakeholders.The whole point of the recent Sarbanes-
such a claim, nor is there a discussionabouthow man- Oxley Act, the furorover the Securitiesand Exchange
agers deal with the other moral and legal challenges Commission,and the issue of transparencyand valid-
they face in the day-to-dayactivitiesof the firm.There ity of financialreportingwas to protect shareholders.
is alreadyconsiderableevidence that managershave a Sundaramand Inkpenmiss the pointby focusingon the
difficulttime seeing the moraldimensionsof business- derivativesuits by shareholdersas the only means of
preferringinsteadthe financialand amoralview of busi- shareholderprotection.Surely,we want value creation
ness (Bird and Waters 1984, Freeman1994, Werhane and trade to be self-sustainingwherebyparties to the
1998). Offeringmanagersmore proof that business is contractspay the costs of safeguardingthose contracts
only aboutprofitsfor shareholders(and that moralityis ratherthan imposing those costs externallyon others.
either irrelevantor places only a few broadconstraints The only way this can be conceptualizedis by takinga
on managerialaction) will more likely foster the kind stakeholderapproach.
of tunnelvision, rationalizations(e.g., "everyoneelse is In strugglingto make sense of all this, we want to
doing it"), and self-dealing we see in ethics disasters make sure that the readerdoes not searchfor ways to
such as those that took place at Enron,WorldCom,and frameor resolve this debatethat miss the core question
HealthSouth. at the heart of our differences with Sundaramand
Inkpen.There are severalways one might try to make from a more-carefullyworkedout, fully moral version
sense of the differencebetween these two approaches. of shareholdertheory.
For instance,one mightbe inclinedto see the disagree- Once we have rejectedthe separationthesis, the issue
ment as being aboutlevels of analysis-that stakeholder is not whethera theory has moral content, but rather
theory gives performancemetrics that work for man- what kind of moral contentit has (Freeman1994). As
agers at the operatinglevel, whereasshareholdertheory we have arguedin this paper,stakeholdertheorybetter
gives performancemetricsthat work for financialmar- equips managersto articulateand foster the sharedpur-
kets (Meyers and Gupta 1994). Both have their place pose of their firm. Unlike the narrowview of share-
and use, but they only work well within their domain. holdertheorythat ascribesone objectivefunctionto all
Second, one could arguethatit is a conflictbetweenan corporations,stakeholdertheoryadmitsa wide rangeof
ideal (shareholder)and a real-world(stakeholder)the- answers.In this view, there is not just one stakeholder
ory. The formermight do a greatjob of capturingthe theory,but manypossible normativecores (i.e., particu-
ideal workingsof the marketfrom the macroview, well lar answersto the two questions)thatmakeup the genre
above the rumblingsof the trading-roomfloor, whereas of stakeholdertheory (Freeman1994, Jones and Wicks
the latter speaks to managersfrom the vantage point 1999). A carefullook at firms such as 3M, Merck,and
of their day-to-dayactivities.Finally, there might also Johnson & Johnsonshows that there is a wide range
be groundsfor seeing an issue of scale involved-that of answersthat firmshave given to the questionsposed
stakeholdertheorymakesmore sense in entrepreneurial by stakeholdertheory.On this account,even shareholder
firmsand that shareholdertheoryis a betterfit in larger theory is, in fact, a version of stakeholdertheory-
one whose moral presuppositionsinclude a respect for
and more establishedcompanies.All of these readings
propertyrights, voluntarycooperation,and individual
providea way to give each side its due. initiative to improve everyone's circumstances.These
In our view, althougheach of these issues is interest-
presuppositionsprovidea good startingpoint, but not a
ing and mightprovideuseful insights,each also deflects
attentionfrom the fundamentalissue-how we under- completevision of value creation.
standbusinessand value creationwrit large.If we want The Real Issue: Economic and Political Freedom
to rejectthe separationthesis and see a moraldimension There is much at stake in this debate.The shareholder
to businessactivity,then stakeholdertheoryprovidesthe ideologists want us to believe that economic freedom,
requisiteframework.The shareholdertheory,particularly and thereforepoliticalfreedom,are threatenedby stake-
as propagatedby economists,continuesto perpetuatethe holdertheory.Nothing could be furtherfrom the truth.
idea of businessas an amoraleconomicactivitythatrad- The whole idea of seeing business as the creation of
ically constrictswhat is possible for humanbeings. The value for stakeholdersand the tradingof thatvalue with
core questionis whetherwe embracethe separationthe- free consentingadultsis to think abouta society where
sis and whetherwe want to be a part of organizations each has freedom compatible with a like liberty for
thattakeit as a given. It is criticalthatwe see firmsand all (Rawls 1971). Value creationand trade have to go
marketsas integralvehicles for workingwith othersto together.One is no good withoutthe other.Hence, the
improveeveryone'sstake. To do this, we must see the very idea of economicand politicalfreedombeing sep-
separationthesis as optional. arableis questionable(Freemanand Phillips 2002).
Of course,we could articulatethe shareholdertheory Management theory needs to get back to
in a way that does not commitit to the separationthe- management-to the understandingof how value gets
sis. Briefly,it would go somethinglike this: Corporate created and traded-in all of its gory particularistic
detail. Talkingabouthow all value must get created,or
propertyis the privatepropertyof shareholders.Moral
rules that apply to privatepropertyapply to corporate the one and only best way to organizevalue creation,or
the one and only stakeholdergroup whose primafacie
property.No one, or their agent, may use his or her
propertyto harmothers (at least withouttheir permis- rights must always win, are all intellectualmoves that
serve neithertruthnor freedom.
sion). Freedomto make agreementsabouthow we and
our agents use our propertyis an importantprinciple. References
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