INTRODUCTION
Ethical Workplace Conduct
When I was in law school, we used to have heated debates about whether corporations should—or even could—be held to the same standards as human citizens are. Today, thinking back to those days, I’m reminded of the intense and risky fight Ansel Adams, Imogen Cunningham, Edward Weston, and others waged over whether photography could be considered an art form.
Today, such debates seem almost quaint. Of course photography is an art form. Of course corporations are subject to standards of fairness and legality just as flesh-and-blood citizens are.
Still, for many years, the “citizenship” of corporations was significant mostly for tax, accounting, and business operations matters. Although these concerns continue, the growing focus on the day-to-day implications of citizenship for entities created by law, not DNA, raises complex issues, both profound and everyday, for all of us who manage, enter into relationships with, or are otherwise affected by our fellow corporate citizens.
In many respects, legislation and the courts provide answers to many basic questions raised by the existence of rights and privileges of corporations. For years, the common law has denied wrongdoing corporate directors, shareholders, and owner-managers the synthetic protection of the “corporate veil.” The venerable Employee Retirement Income Security Act (ERISA) and its regulations impose extensive sets of rules aimed at imposing a fairness standard when companies create retirement programs for their staff. Employment and hiring practices legislation, civil rights laws, gender equity, and sexual-preferences cases are all aimed at bringing a legal abstraction, the “corporation,” down to earth by defining the duties and social mores with which corporations must comply in relationships with individuals.
The Foreign Corrupt Practices Act has tackled the ethically and culturally complex area of standards for business practices for our corporate citizens all over the world. Criminal actions against vast international corporations and their auditors and attorneys seek to overlay a very real set of criminal consequences onto the decision-making and operations of even the largest organizations.
But the exploration of the meaning of citizenship for corporations does not stop with the legal, judicial, legislative, regulatory, or criminal infrastructure of our society. In fact, for most of us, day-to-day, there are many more practical issues that concern us. How does a good corporate citizen “write and circulate e-mail”? Can a corporate employer eavesdrop on staff members’ communications with impunity? Should corporate citizens be under a greater duty to balance business with humanity’s environmental needs than noncorporate citizens? What exactly are the burdens of being bigger than any other kid on the block (by virtue of being able to concentrate vast resources)?
Human scale issues such as privacy, patriotism, initiative, reputation, candor, ego, anger, and loss are being examined anew today as we consider implications at the corporate citizen level.
The well equipped employee, manager, and person in the street today need a new competence and literacy in, as well as a new attitude toward, issues such as these.
The following chapter’s objective is to develop that competence and introduce that literacy. By thoughtfully considering the issues and working through the exercises, the involved reader will assume a competence-based, proactive position able to deal with, manage, and mutually benefit from relationships with fellow corporate citizens.
THOMAS J. MITRANO, ESQ., is General Counsel and Principal at AM Partners, Inc., an internationally recognized architecture, interiors, planning, and graphics firm located in Honolulu, Hawaii. A resident of Hawaii since 1982, Mr. Mitrano is a graduate of the University of Toronto (1968) and Harvard Law School (1972). He is admitted to practice law in Hawaii, California, and before several federal courts. Mr. Mitrano has practiced at law offices in New York, Tokyo, Los Angeles, and Carmel, California. He has taught corporate, business, and commercial law courses.
Mr. Mitrano is also a consultant and business professional with development, managerial, operational, and planning expertise applied in the high-tech, architecture, and visitor industries; in banking; and in the nonprofit sector. He is an accomplished writer, speaker, and legislative lobbyist, with a high-level, non-native speaker’s competency in reading, writing, and speaking Mandarin Chinese.