Ethics Articles

Governance

Two Classes of Common Stock: Qui Bono (video)

Does having two classes of common stock, which places control of the Board in the hands of the founders and not the investors, benefit the investors or just entrench Management?
Jim Balassone, Katie Martin

History and Role of the Delaware Court of Chancery

Sam Glasscock, vice chancellor of the Delaware Court of Chancery, explains why Delaware corporate law has become a U.S. Standard.

Corporate Board Independence and Conflicts of Interest

Four videos on identifying and addressing possible conflicts of interest for members of corporate boards
Daniel Cooperman and Kirk O. Hanson

Corporate Governance: Board Members Reflect

Video series with three corporate directors on the board's role in promoting ethical behavior
Robert Finocchio, Richard Levy, Michael Hackworth

Chief Legal Officer in the New Reality

The role of corporate counsel in the company's ethical culture
Miriam Schulman

Ethical Meltdown: Red Flags for Boards of Directors

Ethical Meltdown: Red Flags for Boards of Directors
Jim Balassone

Ethics for Corporate Boards

Video conversations between former federal prosecutor Hank Shea and Markkula Center for Applied Ethics Executive Director Kirk O. Hanson on corporate governance

Role of the Corporate Board

Three video conversations with Chair of the Board of Varian Richard Levy
Richard Levy

Role of the Corporate Board (video)

Chairman of the Varian Board Richard Levy reflects on the elements of good corporate governance
Richard Levy and James Balassone

Firing the CEO: Lessons Boards Should Learn

Ethical issues boards should consider when they need to fire the CEO
Richard Moran and Kirk Hanson

Ethical Responsibilities of Hospital Trustees

Presentation to 2012 annual member Governance Conference of Premier Inc., one the two largest health care group purchasing organizations in the country.
Kirk O. Hanson

Effective Boards

A three-part video conversation on corporate governance
Bob Finnochio and Lon Allan

Corporate Ethics, Governance and Social Responsibility

A study comparing European business practices to those in the United States conducted for the Business and Organizational Ethics Partnership
Nathan E. Hurst

Business Ethics, Fiduciary Responsibilities, and the Law

A conversation with J. Travis Laster, vice chancellor of the Delaware Court of Chancery, about the fiduciary duties of corporations. Interviewed by Ethics Center Executive Director Kirk O. Hanson, Laster discusses the role of incorporation in regulating business, whether fiduciary responsibilities extend beyond the shareholders, and how the law can chart a middle course between managers and shareholders.
Markkula Center for Applied Ethics

Board Oversight of Compliance and Business Conduct Programs

Three different perspectives on setting the ethical tone of a company from the board level
W. Swenson, B. Finocchio, Jr., A. Muller, C.S. Par

Insolvency, Bankruptcy, and the Board

Practical suggestions for corporate board members on the ethical aspects of insolvency and bankruptcy
Tim Harris, partner, Morrison & Foerster

Ethical Challenges in Developing Markets

Description of Nokia Siemens efforts to create a culture of ethics in international operations
Robert Weisberg

Risk Oversight: A View From the Audit Committee

Video and PowerPoint slides from a presentation on risk
Robert Finocchio, Jim Balassone, et al

Fiduciary Duty vs. Shareholder Empowerment

A three part video interview on corporate governance issues with Chief Justice of the Delaware Supreme Court Myron Steele
Myron Steele, Kirk Hanson

Creating an Ethical Business Culture: The Role of the Board

Two introductory videos on what boards of directors must to to foster an ethical culture in their organizations
Michael L. Hackworth

Towards an Ethical Culture

Identifying key elements of an effective ethics and compliance program
Kirk O. Hanson

Creating an Ethical Business Culture: The Role of the Board

Two introductory videos on what boards of directors must to to foster an ethical culture in their organizations
Michael L. Hackworth

Principles for Handling Ethics Crises

Kirk O. Hanson, Executive Director of the Markkula Center for Applied Ethics at Santa Clara University and University Professor of Organizations and Society, shares his observations about Leadership and Corporate Governance.
Kirk O. Hanson

Corporate Governance

Three perspectives on governance from the Center conference, "The Accountable Corporation."
Tom McCoy, Katharine Martin, Stephen F. Diamond

Perspectives on the Roles and Responsibilities of the Board of Directors for Corporate Culture

A report on the best board practices delivered at the April 6-7, 2005 Business and Organizational Ethics Partnership Meeting
Vail Leadership Institute

Board Governance and Culture Research Report

A PowerPoint presentation delivered at the April 6-7, 2005 Business and Organizational Partnership Meeting
Vail Leadership Institute

Sarbanes Oxley After Three Years

A Powerpoint presentation by a partner in Wilson Sonsini Goodrich & Rosati's corporate practice
Mark Bertelsen

Understanding Rule Bending

A PowerPoint presentation on the Devaluation of compliance in the DOD
Leslie Sekerka

Public Trust in Business

Center Director Kirk Hanson gives a seminar for the Business Roundtable Institute for Corporate Ethics on Public Trust in Business.
Kirk Hanson

Insider Trading Enforcement

A definition of insider trading and tips on preventing the problem
Miriam Schulman

Keeping the SEC on a Starvation Diet

Insufficient funding for SEC contributes to corporate scandals.
William K. Black

Repeating the Past

Learning the wrong lessons from the Savings & Loan crisis.
William K. Black

Crisis at Sunrise Medical

Former Sunrise CEO describes a 1994-95 accounting fraud in one of the companys divisions, exploring the impact, causes, and lessons learned (podcast).
Richard Chandler

Identifying and Investigating Fraud and Corruption

A presentation on the Foreign Corrupt Practices Act and other international anti-corruption laws
Bob Mattson and Craig Martin, Partners, Morrison &

Board's Role in Ensuring an Ethical Corporate Culture (video)

What role should the Board have in assessing, maintaining and even improving the corporations ethical culture? And exactly what is ethical culture? between ethical culture and performance?
Michael Hackworth

Later Round Financing in a Troubled Economy

A seminar co-sponsored by Morrison & Foerster

Anatomy of a Stick-up (video)

A discussion of shareholder derivatives litigation
Michael L. Hackworth, Erik Olson, and William Sher

Facing Conflicts of Interest in Troubled Times (Webinar)

A panel including a former chief accountant of the SEC, a leading plaintiff class action litigator, a public company general counsel, and an independent board member

Corporate Gatekeepers

Panel focused on inside and outside counsel, audit committees, and other individuals and groups responsible for the ethical conduct of business organizations
K. Hanson, M. Collins, D. Rains, K. Schick

Deferred Prosecution Agreements and Federal Monitors

Cutting-Edge Issues in Compliance and Business Conduct conference sponsored by the Markkula Center for Applied Ethics, BECA & ECOA

Cutting-Edge Issues in Compliance and Business Conduct

A day-long forum with panel sessions on business ethics topics May 28, 2008

Role, Responsibilities, and Challenges of Corporate Gatekeepers

A CFO and audit committee chair, a general counsel, an outside counsel, an audit partner from a public accounting firm, and an SEC associate regional director discuss their roles as corporate gatekeepers.
Miriam Schulman

Unavoidable Ethical Dilemmas of Leaders

A presentation to the XIII World Forum on Corporate Social Responsibility in Guadalajara, Mexico, sponsored by the International Association of Jesuit Business Schools.
Kirk O. Hanson

2006-07 Business Ethics Outlook Press Briefing

Transcript of a press briefing about five critical ethical issues facing American businesses.
Jerry, Robert Finocchio, Kirk O. Hanson

Ethics of Leaking

How to tell whether a leak is worth publishing--or taking seriously
Kirk O. Hanson and Jerry Ceppos

Business Ethics Outlook 2006-07

Five crucial ethical issues on the agenda for American businesses.

What HP Should Have Done

Ethical dilemmas facing the board of Hewlett-Packard.
Kirk O. Hanson

Role of the Audit Committee in Business Ethics

Executives discuss how new standards are changing corporate governance
Tom McCoy, Marty Malone, Susan Wang, Nick Moore

New Corporate Governance: Key Themes for Public Companies Today

An article on a talk given by Mark A. Bertelsen to the membership of the Business and Organizational Ethics Partnership on September 12, 2003
Mark A. Bertelsen

Sarbanes-Oxley: A View from the Perspective of the Audit Committee

A sixteen-slide PowerPoint presentation given at the Business and Organizational Ethics Partnership
Bob Finocchio

Ethical Challenges in Human Resources

A talk given to the Markkula Center for Applied Ethics at the Business and Organizational Ethics Partnership
James O'Toole

How Trust is Abused in Free Markets

In response to Daniel Klein's "How Trust is Achieved in Free Markets," Black looks at regulatory failures in the Enron case.
William Black

Who's Holding the Bag?

The role of banks and institutional investors in IPOs.
an interview with Donald Milder