The “agency theory of the firm,” a way of looking at social interactions in business, says that managers are agents of shareholders. As such, managers must generally make decisions that maximize shareholder profits. Since the Citizens United case in 2010, those decisions have included the right to make unlimited independent political expenditures, under the right to freedom of expression.
So what are the ethical implications of companies making contributions for or against a political candidate? Daniel Isaacs, assistant professor of Legal Studies and academic director in the Fox School, weighs on this question in his article, “When Government Contractors May or May Not Spend Money on Political Speech,” which has been accepted for publication in the Journal of Business Ethics.
“There are some situations where it will be in the economic interests of businesses to forgo making independent political expenditures,” says Isaacs. By aligning profit motives with ethical conduct, Isaacs aims to remove barriers to ethical behavior.
Sometimes, however, profits and ethics do not align. In these cases, Isaacs argues that managers may not use the agency theory of the firm as a means to escape their ethical obligations.
For example, says Isaacs, imagine a private prison that is experiencing a reduced number of prisoners due to declining crime rate in the state. The prison has the right to make independent political expenditures on behalf of a candidate that favors laws that would require courts to impose longer prison sentences for all crimes. The outcome of these expenditures and the succeeding election would increase profits for the private prison by ensuring a steady stream of prisoners who will spend more time in jail.
But what happens if maximizing profits for shareholders by making these independent political expenditures leads to profit and unethical outcomes, like longer prison sentences? Does the agency theory allow managers to ignore the ethical situation and simply make money? No, says Isaacs, “because the agency theory relies on the concept that principals must do that which agents dictate.” If that is the case, though, managers cannot act beyond the authority of their principals.
“This relationship between the managers and the shareholders does not dilute the managers’ moral obligation,” Isaacs says. “The agency theory does not grant them an ethical free pass.”
Isaacs says that the shareholders lack the power to authorize managers to make profits in a way that they wouldn’t do themselves. “And managers cannot escape their ethical obligations by claiming that they were just following orders,” he says.
Companies should consider whether it is in their best interests to make independent political expenditures, as forgoing in some cases might make them more appealing. For example, if a company voluntarily waives its right to make independent political expenditures, Isaacs argues that it can use that to its competitive advantage. “One of the risks that at least one private prison identified in its disclosure statement was that the public may change its perception of private prisons,” says Isaacs. “If the public becomes hostile to the concept of private prisons, governments may stop entering into contracts with the corporations—something that a reasonable investor would want to know.”
With the boundaries of profitability, law and ethical obligations blurring in the real world of business, Isaacs’ research works to identify ways in which the market can support ethical decision making. He finds an unexpected friend in agency theory, arguing that the way people justify profit maximization, also serves to demonstrate the limits of shareholder power to engage in or authorize others to undertake such behavior.
“Shareholders and managers, as human beings, have a moral obligation, and desiring profits does not justify all actions of achieving them,” he concludes.