An important benefit of business ethics research conducted within such a framework would be a narrowing of the gulf between business ethics and the fields of financial economics and corporate law. Business ethics is widely dismissed as irrelevant by researchers in these fields because of its failure to recognize the existing financial and legal structures of the corporation, which are built largely on a contractual foundation. Hence, a common framework could increase the relevance of business ethics research and create a mutually beneficial dialogue. As a framework for identifying and analyzing many common business ethics problems, the contractual theory focuses our attention on the need to provide adequate safeguards for each constituency’s interests. Corporate governance is concerned primarily with protecting shareholder interests, in part because the special contracting problems of shareholders are best met by the residual claims that the law of corporate governance creates.
The comparative neglect of other constituencies in corporate law is not a matter of concern as long as their interests are adequately protected in some way. How the interests of each constituency are protected–whether by means of corporate governance structures or other means–is a matter of what works best in practice. Before we can devise means for protecting the interests of each constituency, however, we need some understanding of the particular vulnerabilities of nonshareholder constituencies. How specifically can employees, customers, and other constituencies be wronged such that a remedy ought to be devised? In other words, what are the main ethical problems in business?The following three-fold classification, which is derived from the literature on the ethical problems of contracting, does not encompass every business ethics problem, and, indeed, the next section lists many kinds of problems that are not related to contractual relations. The classification provides a useful perspective; however, on a great many problems of business, and by viewing them within the context of the contractual theory, appropriate remedies can also be identified. Wrongful HarmsAll constituencies, including shareholders, are vulnerable to loss of one kind or another from the activities of a firm.
Many of these losses take the form of negative externalities, such as occupational hazards, consumer injury, discrimination, wrongful discharge, pollution, and plant closings. Shareholders, too, can be harmed by fraud, financial manipulation, and mismanagement that reduce the value of a company’s stock. Whether harm is "wrongful" depends, of course, on some standards for the harms that constituencies ought to be protected against, and although developing such standards is difficult, we have many examples in tort law and government regulation. For example, developing a standard for workplace safety consists of deciding which possible harms are "wrongful" such that workers ought to be protected against them. MisallocationsImperfect contracting results mainly in allocation problems in which one stakeholder group benefits (rightly or not) at the expense of another. Whether employees or shareholders bear the cost of declining business, for example; or whether manufacturers or consumers bear the cost of product obsolescence and the switchover to new products; or whether private employers or public agencies bear the cost of medical care–these are all allocation problems that result from incompleteness or a lack of specificity or transformations in the contractual relations among various constituencies.
Just as wrongful harms depend on some standard of wrongfulness, so misallocations assume some standard of what constitutes a "right" allocation.MisappropriationsSome of the most egregious corporate wrongs involve sudden upheavals in which one constituency enriches itself in violation of .