Instructors: Craig Dunn and Paul Graf

Office: SSE 3105 (Dunn), SSE 3365 (Graf)

Office Hours: by appointment

Phone: 594-5783 (Dunn), 594-8353 or 760-634-8140 (Graf)

E-mail: craig.dunn@sdsu.edu or craig.dunn@wwu.edu (Dunn) pgraf@mail.sdsu.edu or graf@znet.com (Graf)

URL: www.dunn.cc

What is the corporation? Do corporations--and more particularly the managers who represent them--have any responsibilities beyond merely fulfilling their legal fiduciary responsibility or seeking to maximize shareholder wealth? Is the term 'business ethics' an oxymoron? What direction does the law provide the business executive? Does ethical reasoning have a legitimate place in business decision-making? What is the source of moral truth--and how does this relate to the law? These and other related questions provide the 'grist' for this course.

COURSE DESCRIPTION:

702a: Examines the legal environment in which business is transacted. Topics include law and the legal system; government regulation; contracts; product liability; forms of business organizations; employment discrimination; environmental law; and business ethics and corporate social responsibility.

702b: Examines the role of the manager in dealing in a socially responsible and ethical manner with internal and external constituencies. Explains how organizations adapt to uncertainty in the environment, and identifies the techniques managers use to control and influence the environment. Describes how to evaluate corporate responsibility along ethical, legal and economic criteria, and how to improve social responsiveness.

This course is designed to be a challenging and exciting course for the executive MBA student. Three major themes will provide direction throughout the semester: business ethics, corporate social responsibility and law. Most of your prior MBA coursework has been concerned with highly structured topics closely related to a well-developed body of theory; this is only marginally true of the fields of law and business ethics/corporate social responsibility. The problems and issues of business ethics/corporate social responsibility/law embrace the entire spectrum of business and management disciplines. Many variables and situational factors must be dealt with at once; weighing the 'pros and cons' of a particular course of action necessitates a total enterprise perspective.

This course has been offered in your EMBA curriculum in order to stress the appropriateness of legal and moral judgement as a central component of business decision making. The overriding pedagogical objective is to sharpen your abilities to think critically and to diagnose business situations from these perspectives. Accomplishing this objective entails introducing you to a broad range of legal and ethical frameworks. Application of such models of legal and moral reasoning necessarily takes account of the complexities and constraints imposed by the environment in which the firm operates, why the environment must be attended to, and how it affects the 'character' of business decisions. Social theory will also be explored as the role of the corporation in creating the 'good society' is examined.

COURSE OBJECTIVES:

1. To increase your understanding of the tasks of the 'ideal' manager;
2. To develop the capacity to identify salient legal and moral issues and to reason carefully about options;
3. To build skills in conducting legal and ethical analysis in 'messy' situations;
4. To improve your ability to manage organizational processes;
6. To integrate and extend upon the knowledge gained in earlier business courses;
7. To apply and/or implement the principles and concepts of legal and moral reasoning through case analysis; and
8. To better equip the executive to integrate his/her personal ethical ideal with a successful managerial career.

EVALUATION POLICY: A maximum of 1000 points may be accumulated in this course. Point distribution varies as follows (see grading contract at end of syllabus for details)::

GRADING STANDARDS: The following University-wide grading standards will be used to determine final course grades. Students are responsible for monitoring their own progress throughout the course.

READINGS: Three texts--Managing Business Ethics (Trevino), The Heroic Enterprise (Hood), and The Hungry Spirit (Handy)--are assigned for the business ethics portion of this course (readings for law portion include The Legal Environment of Business [Kubasek, Brennan & Browne]). Students are expected to read each assigned chapter before the scheduled discussion of each chapter. In addition, assigned case studies, supplementary reading materials and course videos will be made available.

TERM PROJECT:
A term paper will be submitted by each student. There are four options for this assignment:

option a: This project shall contain a summary of the executive's 'philosophy of management,' with each executive required to articulate and defend his/her perspective on the parallel questions of what is the appropriate role for business in society and consequently whose interests you represent as a manager. Reasons for the position taken should rely upon legal, social and moral philosophy-which, it is understood, may give differing prescriptions to the business executive.

Both the 'fiduciary' and 'stakeholder' frameworks will prove particularly relevant to this assignment. Defense of the position taken, rather than the position itself, is of fundamental importance. It is recognized, however, that certain positions are inherently more 'defensible;' therefore, the choice of relevant organizational constituencies will have a direct impact upon the ease with which this paper is completed. Text documentation (either from assigned texts or 'outside' readings) would be appropriate.

option b: This project shall present a management plan for ensuring ethical behavior within an organization of your choosing. Reasons for the positions taken should rely upon moral, social, legal, and management philosophy. Attention should be given to consideration of how your plan contributes to both the accomplishment of the organizational mission as well as satisfies the demands of ethical theory. In order to insure a thorough treatment, it is recommended consideration be given to the various dimensions of a social audit.

Defense of the plan-which is to include an outline for a 'code of ethics'-rather than the plan itself, is of fundamental importance. Text documentation (either from assigned texts or 'outside' readings) would be appropriate.

option c: The October 1997 Inc. Magazine cover story What Comes Next? is addressed to those individuals who are "seeking a different kind of business life--one richer in meaning, more grounded, more sustainable." In order to fulfill this quest, author Jim Collins suggests that one examine three things: What you stand for, What you're good at, and What people will pay you for. "Resonance" occurs when one operates at the intersection of these three 'principles.' While Collins outlines this process as one to be applied at the organizational level, it can just as appropriately be applied at the personal/career level. This assignment therefore requires the executive to develop a personal mission statement (What you stand for), to articulate individual talents (What you're good at), and to evaluate the job market (What people will pay you for). As a first step toward developing a statement of what you stand for, Collins recommends making two lists: "one for things that I would continue to do if I woke up tomorrow and discovered I had $20 million and 10 years to live, and another for things that under those circumstances I'd stop doing."

So how, you might ask, does this 'assignment' relate to the course content? In outlining your personal mission statement, some support for your 'stand' should be provided. Such support should rely upon legal, social and moral philosophy.

option d: Craft your own term project linking theory and practice. If you have a particular affinity for the law portion of this course, this is your opportunity to design an assignment around legal issues. The objective is to have a 'product' which will serve some useful purpose in the advancement of your professional or personal goals, while drawing on the topics of this course. If you take this option for the term project, please submit a one paragraph proposal for a topic sometime prior to the final class meeting.

Term projects shall be typed using double-spacing. In the case of either paper option there is no page length requirement; however, conciseness will be one evaluation criterion. Typed drafts of your term project may be submitted for comment any time prior to the final weekend the class meets. A self-evaluation of this project (available at emba.termpapereval.html) is to be submitted along with the final paper draft. Evaluation criteria include:

Adequacy of analysis

Clarity and conciseness of arguments

Use of social theory to support arguments

Professionalism of project

Creativity of project

Self-evaluation

TEAM PROJECT: Each EMBA team is to prepare an analysis of a business ethics case of their own choosing, to include: (1) a statement identifying the moral dilemma; (2) listing of alternatives providing resolution of this moral dilemma; (3) analysis of proposed resolutions from the perspective of legal as well as moral theory; (4) selection of optimal resolution (with supporting defense from both the managerial and ethical perspectives); as well as (5) suggestions for implementation. Any assumptions made must be clearly identified as such, but do not 'assume away' the dilemma--resolve it!

Copies of the case under consideration are to be provided to the instructor in electronic form no later than the second weekend of the ethics portion of the course. These cases can come from any appropriate current source; the Wall Street Journal and the 'Social Issues' column of Business Week are among the more popular periodicals for sourcing business ethics cases. Case presentation will take the form of a 30 minute oral presentation followed by a 15 minute question and answer session. Be creative. Prepare the analysis as if you were presenting the information to the top management team of your company (or any other fitting audience you explicitly identify), to be role-played by those students not in your group (who will be accountable for posing relevant questions to the presenting group).

Areas considered (in addition to those previously or subsequently mentioned) in grading the team project are stated in the following table:

Adequacy of analysis

Clarity and conciseness of arguments

Use of theory to support arguments

Strength of recommendations

Ability to defend recommendations

Professionalism of presentation

Creativity of presentation

A one-page double-spaced typed case project proposal is to be submitted by each group for approval no later than the second week of the ethics portion of this course. Please append a hard copy of the business ethics case you intend to deconstruct--or better yet, forward an electronic version. Note that other than this proposal and a two-page executive summary there is no written component to this assignment.

EXAM: One law exam will be given covering business law and social theory as illuminated by assigned texts as well as class lectures and exercises. The exam will be exclusively essay, and will be distributed the final day the law portion of this course meets.

CONTRACT: Outlined above are the course activities available to students. Ranges of possible points have been listed above. Each executive is to fill out and return to the instructor a contract for work to be completed this session (see electronic form which follows). This contract is binding, and will be due the second weekend this section for your program meets. You are to fill out the number of points desired for each activity. The total number of points must total 1000. Points for each activity will range from 25-40% of the course grade, depending upon the individual assignment and weightings. Points must be selected in increments of 50. For example, a student may choose to maximize the points on the law examination by completing other coursework at close to the minimum points possible:

In all cases, class participation is mandatory. To send your EMBA contract, fill out the following form thoroughly and completely. This form must be submitted electronically. Confirmation will be made by return e-mail.