This article explores the motives underlying corporate responses to the COVID-19 pandemic. The analysis begins with Thomas Dunfee’s Statement of Minimum Moral Obligation (SMMO), which specifies, more precisely than any other contribution to the business ethics canon, the level of corporate beneficence required during a pandemic. The analysis then turns to Milton Friedman’s neoliberal understanding of human nature, critically contrasting it with the notion of stoic virtue that informs the works of Adam Smith. Friedman contends that beneficence should play no role in corporate settings. Smith, by contrast, emphasizes the need for prudence, beneficence and self-command in all human endeavours. The article then uses these competing frameworks to reflect on a published survey of 145 corporate responses to COVID-19. In many of these responses, the benefit to a non-financial stakeholder is clear, while the financial consequence to the firm remains nebulous. This supports the contention that during a pandemic, beneficence provides a more complete explanation of many corporate actions than the profit motive alone. The article contests Friedman’s Chicago School profit imperative and goes beyond Dunfee’s SMMO by endorsing the more full-throated embrace of beneficence and stoic virtue found in the works of Smith.

Journal of Legal Studies EducationVolume 38, Issue 2 p. 131-138 Perspective Finding Meaning in Our Scholarly Efforts: A Perspective on Research and Teaching Synergies Daniel T. Ostas, Corresponding Author dostas@ou.edu James G. Harlow, Jr. Chair in Business Ethics, Professor of Legal Studies, Michael F. Price College of Business, University of Oklahoma, M.B.A (Indiana University, Kelley School of Business), J.D. (Indiana University, Mauer School of Law), Ph.D. (Indiana University, Department of Business Economics and Public Policy) Email: dostas@ou.eduSearch for more papers by this author Daniel T. Ostas, Corresponding Author dostas@ou.edu James G. Harlow, Jr. Chair in Business Ethics, Professor of Legal Studies, Michael F. Price College of Business, University of Oklahoma, M.B.A (Indiana University, Kelley School of Business), J.D. (Indiana University, Mauer School of Law), Ph.D. (Indiana University, Department of Business Economics and Public Policy) Email: dostas@ou.eduSearch for more papers by this author First published: 13 August 2021 https://doi.org/10.1111/jlse.12120Read the full textAboutPDF ToolsRequest permissionExport citationAdd to favoritesTrack citation ShareShare Give accessShare full text accessShare full-text accessPlease review our Terms and Conditions of Use and check box below to share full-text version of article.I have read and accept the Wiley Online Library Terms and Conditions of UseShareable LinkUse the link below to share a full-text version of this article with your friends and colleagues. Learn more.Copy URL Share a linkShare onEmailFacebookTwitterLinked InRedditWechat Volume38, Issue2Summer 2021Pages 131-138 RelatedInformation

Jainism and Ethical Finance: A Timeless Business Model explains how Jain philosophy can improve financial decision-making. Jainism originated in Northern India several millennia ago. Today, Jainism...

This article joins a somewhat nascent, but growing, body of scholarship addressing the ethical obligation to pay tax. The analysis is grounded to the ethical duty to obey law generally and highlights two competing orientations to statutory interpretation. The norms of self-interested advocacy suggest that tax planners should assert that interpretation that will generate the most wealth for the client. The norms of professional advising, by contrast, direct the tax planner to interpret tax law with reference to plain meaning, interpretive maxims, court precedents, and legislative purpose. When the two orientations differ, the ethical duty to obey law requires the tax planner to recommend, and for the taxpayer to follow, the latter view. Case studies drawn from a Louisiana sales tax avoidance scheme and from Google’s profit-shifting activities illustrate the ethical issues incumbent in tax interpretation.

American Business Law JournalVolume 53, Issue 4 p. 745-785 Original Article Global Tax Shelters, the Ethics of Interpretation, and the Need for a Pragmatic Jurisprudence Daniel T. Ostas, Daniel T. OstasSearch for more papers by this authorAxel Hilling, Axel HillingSearch for more papers by this author Daniel T. Ostas, Daniel T. OstasSearch for more papers by this authorAxel Hilling, Axel HillingSearch for more papers by this author First published: 26 October 2016 https://doi.org/10.1111/ablj.12088Citations: 5 The authors thank Professor Laurie Lucas, Dr. Ed Hymson, and two anonymous reviewers for helpful comments on an earlier draft. Appreciation also goes to the Ragnar Söderberg Foundation for the financial support needed to complete this article. Responsibility for all errors and omissions remains with the authors. Read the full textAboutPDF ToolsExport citationAdd to favoritesTrack citation ShareShare Give accessShare full text accessShare full-text accessPlease review our Terms and Conditions of Use and check box below to share full-text version of article.I have read and accept the Wiley Online Library Terms and Conditions of UseShareable LinkUse the link below to share a full-text version of this article with your friends and colleagues. Learn more.Copy URL Share a linkShare onFacebookTwitterLinkedInRedditWechat Citing Literature Volume53, Issue4Winter 2016Pages 745-785 RelatedInformation

AbstractIs it unethical to sell a good or service at too high a price? Is it illegal to lie, coerce or abuse the trust of one's trading partner? Is it appropriate to take advantage of market power to determine price? Ethical reasoning demands that parties treat one another with respect, providing full disclosure of relevant information, and not taking undue advantage.

This year marks the twentieth anniversary of the now legendary case of Liebeck v. McDonald's Restaurants} A basic sketch of the case is well known. A jury awarded an elderly woman a large sum of money for damages she incurred as a result of spilling hot coffee on herself while seated in her car. Widely reported, the McDonald's case soon reached iconic status in popular culture as the epitome of a frivolous lawsuit in a society gone amok with hyper-litigiousness. Some commentators have speculated that the case may provide common knowledge about the United States civil justice system than any other single lawsuit.2 Indeed, it seems rare to find a student taking a legal studies class who has not encountered the McDonald's hot coffee case prior to class and formed an opinion about it.3The lead author of this pedagogical note has used the McDonald's hot coffee case to teach critical thinking skills in her legal studies classes. Partly because students come to class with preconceived notions about the case, it has proved an excellent vehicle for helping students critically examine their general views about the U.S. tort system. Students leam not only about applicable tort law, but also about how to apply critical thinking skills to legal anecdotes that they leam (or potentially misleam) from the media. Most importantly, by becoming more educated about the facts and law of the hot coffee case the students reflect upon how their misconceptions about the legal system may impede their ability to make effective managerial decisions.The following discussion proceeds in three parts. It begins by describing the development of the hot coffee case study at the University of Maryland University College (UMUC). It then discusses the goals of critical thinking generally. It closes with an assessment of the critical-thinking results achieved at UMUC through the use of the hot coffee case.I. Developing the Case StudyThe MBA Program at UMUC employs an integrated cohort-model that consists of seven seminars worth six-credits each. hot coffee case was developed for use in the first required seminar. seminar is offered both online and in a combination online and face-to-face format. legal environment of business, corporate social responsibility, and business ethics are three of the main topics covered in the seminar.The initial seminar also introduces ten competencies required of high performing managers. These competencies include critical thinking, ethical leadership, systems thinking, decision making, executing decisions, information literacy/research skills, technology fluency, diversity and crosscultural perspectives, communications skills, and team building skills.4 MBA program adopts the view that in order to lead effectively, managers must approach their responsibilities from a critical and strategic perspective, while keeping a firm grounding in ethical principles. It also assumes that their success will depend upon the exercise of sound critical thinking skills, which take into account the full ethical and social consequences of their decisions.A. Hot Coffee AssignmentIn both the online and combination online and face-to-face delivery sections for the course, the students complete the hot coffee assignment online, although in combination delivery sections, the discussion often spills over into the next face-to-face class session. students perform the assignment in the sixth week of a thirteen-week semester, after they have completed introductory assignments in business ethics and the legal environment of business and after they have analyzed articles using the critical thinking method outlined in Asking the Right Questions: A Guide to Critical Thinking by M. Neil Browne and Stuart M. Keeley.5 assignment consists of three parts designed for completion in one week.1. Reading the Winnebago Case and Posting Preconceptions about StellaIn the first part of the hot coffee assignment, students read a short newspaper column written under the pseudonym The Mighty Quinn and post their reactions in an online conference. …

American Business Law JournalVolume 50, Issue 1 p. 63-104 Original Article The ABLJ at Fifty: Celebrating a Wealth of Scholarly Contributions Daniel T. Ostas, Daniel T. OstasSearch for more papers by this author Daniel T. Ostas, Daniel T. OstasSearch for more papers by this author First published: 25 February 2013 https://doi.org/10.1111/ablj.12005Citations: 2 I would like to thank Robert Bird for conceiving of and bringing to fruition this anniversary issue. The authors, editors, and readers of the Journal deserve it. Read the full textAboutPDF ToolsExport citationAdd to favoritesTrack citation ShareShare Give accessShare full text accessShare full-text accessPlease review our Terms and Conditions of Use and check box below to share full-text version of article.I have read and accept the Wiley Online Library Terms and Conditions of UseShareable LinkUse the link below to share a full-text version of this article with your friends and colleagues. Learn more.Copy URL Footnotes 1Miklos Nicolson of Phillips University and Charles Weber of the University of Pennsylvania served as editors of the Managerial Law Department. Cornelius Gillam of the University of Pennsylvania and Jesse Raphael of Pace College edited the Law and Society materials. Hendrik Zwarensteyn of Michigan State University served as International Law Editor. ABLJ, 1 Am. Bus. L.J., Spring 1963, at i. 2As listed on the masthead to volume one, issue two, the editors for the eight substantive departments were: Cornelius Gillam, University of Pennsylvania (Law & Society); Charles M. Weber, University of Pennsylvania (Uniform Commercial Code); Miklos Nicolson, Phillips University (Law of Accountancy and Finance); Kenneth Flood, University of Illinois (Law of Transportation and Public Utilities); Hendrik Zwarensteyn, Michigan State University (International Business Law); Gary Salzman, University of Miami (Law of Insurance and Real Estate); Sidney I. Simon, Rutgers University (Managerial Law); and James E. Shaw, Boston College (Marketing Law). ABLJ, 1 Am. Bus. L.J., Fall 1963, at i. 3John Fonseca of Mohawk Valley Community College served as editor of the General Readership Department. ABLJ, 2 Am. Bus. L.J., Winter 1964, at i. 4These editors included: John Carrell, North Texas State University (Book Reviews); Robert Corley, University of Illinois (Case Comments and Case Digests); and Harry Schuck, University of Wisconsin (Research and Teaching Tips). See, e.g., id. 5Managerial support came from: John Fronseca, Mohawk Valley Community College (Business Manager); Russell Decker, Bowling Green State University (Association News); Samuel Fox, University of Illinois (Regional News). Id. 6 ABLJ, 4 Am. Bus. L.J., Spring 1966, at i. 7For a discussion of the American Business Law Association Bulletin and its relationship to the ABLJ, see Robert Bird, The Intellectual and Social Antecedents to the American Business Law Journal, 50 Am. Bus. L.J. 1 (2013) (discussing the transition from the Bulletin to the ABLJ). 8 Charles M. Hewitt, Editorial, 1 Am. Bus. L.J., Spring 1963, at ix, ix. 9Id. 10Id. 11Id. 12 Charles M. Hewitt, Editorial, A Progress Report, 4 Am. Bus. L.J., Fall 1966, at vii, vii. 13Id. 14The two issues of volume one were separately paginated. Later volumes were paginated consecutively. 15Hewitt, supra note 12, at vii. 16 Charles M. Hewitt, Editorial, 3 Am. Bus. L.J. 246 (1965). 17Hewitt, supra note 12, at vii. 18Charlie noted in his editorial to volume four, issue two that by that date 140 different authors had published in the ABLJ. Id. The reference in the text to 250 authors by the close of volume seven, issue three is based on an Author Index prepared in 1984 by Sandra Oltman. See Sandra Oltman, Index for Volumes 1–20, 21 Am. Bus. L.J. 475, 475–500, 538–50 (1984). The number 250 includes only authors who wrote an article, comment, case digest, or book review in the first seven volumes while not double-counting for authors with more than one publication. 19See, e.g., Harold J. Berman, The Comparison of Soviet and American Law, 1 Am. Bus. L.J., Spring 1963, at 68 (excerpted and reprinted with permission from the Indiana Law Journal). The practice of publishing reprints is unique to the first issue of the ABLJ. Beginning with volume one, issue two (Fall 1963), all published works are original. 20 Pericles of Athens, Fix Your Eyes on Greatness, 1 Am. Bus. L.J., Spring 1963, at 66. 21In several places Charlie inserted humorous items based on recent court opinions. For example, he recounts a court opinion applying res ipsa when a steer fell through an auction floor, injuring the plaintiff. For Charlie, the case illustrated that "if you catch a falling steer you can put it in your pocket!" See Editor, The Wrong Steer!, 1 Am. Bus. L.J., Spring 1963, at 97, 97 (citing Guthrie v. Powell, 290 P.2d 834 (1955)) (publishing the quip without attribution to its author). 22 Alfred W. Bays, One September Day, 1 Am. Bus. L.J., Spring 1963, at 38, 38. 23 James R. Bliss, Corporate Disclosure: Insider Trading and the Texas Gulf Sulphur Decision, 7 Am. Bus. L.J. 75 (1969). 24 Harry M. Schuck, Research and Teaching Tip, 1 Am. Bus. L.J., Spring 1963, at 120. 25Id. 26Id. (citing Charlie Hewitt for the proposition that there is a "positive correlation between publications and rank" and noting that the ABLJ gives the ABLA "members diversified opportunities for publication credits"). 27See Dwayne L. Oglesby, Report from the President, 1 Am. Bus. L.J., Spring 1963, at 116. 28See Russell Decker, Association News, 1 Am. Bus. L.J., Spring 1963, at 117. 29See id. at 119. 30The Regional News section was edited by Professor Samuel Fox. See Samuel Fox, Regional News, 1 Am. Bus. L.J., Spring 1963, at 121. 31For example, ABLJ volume six, issue three (Winter 1968) has six articles with an average of ten pages and thirty footnotes each. Contemporary ABLJ articles may average more than five times this number of pages and footnotes. 32 Theodore R. Saldin, What Constitutes the Law, 1 Am. Bus. L.J., Spring 1963, at 1. 33Id. at 1 (citing Oliver Wendell Holmes, Jr., The Path of the Law, 10 Harv. L. Rev. 457, 461 (1897)). 34Id. at 2–7. 35Id. at 7. 36Id. 37For evidence that communicating with one's lawyers is a valued skill among business executives, see John D. Donnell, The Businessman and the Business Law Curriculum, 6 Am. Bus. L.J. 451, 458 (1968) (tabulating survey results showing that learning "how to work most effectively with lawyers" to be the most highly desired skill that businesspeople seek from a business law class). Donnell surveyed 300 people from an Indiana Chamber of Commerce list of over 6500 members, selecting every twenty-second name. Id. at 452. 38See Ralph C. Hoeber, The Courts on Trial: Verdict and Remedy, 1 Am. Bus. L.J., Fall 1963, at 1. 39Many current members of the Academy of Legal Studies in Business will recognize the names of Charles M. Hewitt and Ralph C. Hoeber even if they never met either man personally. Each year the Academy sponsors a national teaching award in the name of Charles M. Hewitt, and the ABLJ gives national scholarly awards in recognition of Ralph C. Hoeber. Professor Hoeber earned a Ph.D. in economics for the University of Wisconsin and his law work was done at Stanford and Harvard. For several years he taught business law at the University of California at Los Angeles. He also served as president of the Pacific-Southwest Region of the American Business Law Association. About the Authors Contributing Original Articles, 1 Am. Bus. L.J., Spring 1963, at vii. 40 Hoeber, supra note 38, at 3–7. 41Id. at 11. 42Id. at 12–14. 43Id. at 14. 44Id. at 17. 45The term in quotation marks refers to people associated with social reform under President Kennedy and has been attributed to Arthur Schlesinger. See generally Arthur M. Schlesinger, Jr., A Thousand Days: John F. Kennedy in the White House (1965) (providing a firsthand account of the politics and personalities of the Kennedy administration). 46 Hoeber, supra note 38, at 23. 47Id. at 21–24. 48 Charles M. Hewitt, Editorial, 3 Am. Bus. L.J., Winter 1965, at xi. 49See Edwin W. Tucker, Judicial Administration and the Business Law Professor: An Editorial, 6 Am. Bus. L.J., Spring 1968, at v, ix (noting that, due to their proximity to business and relatively easy access to quantitative techniques, "[t]hose who teach business law have a comparative advantage" in commenting on and influencing the reform of judicial administration). 50ABLA 46th Annual Meeting, Dallas, Texas: Highlights, 7 Am. Bus. L.J., Fall 1969, at x, xi (reporting on resolutions passed at the Annual Business Meeting of the ABLA). 51Resolutions, 7 Am. Bus. L.J., Fall 1969, at vii, vii–viii. 52In his editorial to volume seven, issue two, Gay wrote: "Much of the success of the American Business Law Journal can be attributed to one man—Charlie Hewitt." Gaylord A. Jentz, Editorial, 7 Am. Bus. J.L., Fall 1969, at v. On his passing in October 1989, the ABLJ published a heartfelt dedication to Charlie, see Dedication, 28 Am. Bus. L.J., Spring 1990, at x, including testimonials from Frederick G. Kempin, Jr., id. at xi, Dugald W. Hudson, id. at xii, Robert N. Corley, id. at xiii, John D. Donnell, id. at xiv, Gaylord A. Jentz, id., and Edwin W. Tucker, id. at xv. 53Jentz, supra note 52, at v. 54Id. 55Robert L. Herman of Georgia State College served as the first staff editor assigned to the Department of Urban Law. ABLJ, 7 Am. Bus. L.J., Fall 1969, at i. 56 ABLJ, 9 Am. Bus. L.J., Spring 1971, at i. 57 ABLJ, 7 Am. Bus. L.J., Spring 1969. 58President's Page, 8 Am. Bus. L.J., Spring 1970, at x. 59See ABLA 49th Annual Meeting, 10 Am. Bus. L.J., Fall 1972, at viii; ABLA Regional Annual Meetings, 10 Am. Bus. L.J., Fall 1972, at xii. 60Editorial, 12 Am. Bus. L.J., Fall 1974, at ix. 61John Donnell served as editor in chief for about three years. The masthead for volume twelve, issue two, John's first as editor in chief, listed Charlie Hewitt, Gay Jentz, Ed Tucker, and Professor William Zelermyer of Syracuse University as advisory editors. ABLJ, 12 Am. Bus. L.J., Fall 1974, at i. In volume twelve, issue three, John announced that advisory editors would select an outstanding article and outstanding shorter contribution (comment, note, or book review). John D. Donnell, Editorial, 12 Am. Bus. L.J. 229 (1975). John also announced that simultaneous submissions would be allowed. Id. By volume twelve, the Journal was in 567 libraries. Gaylord A. Jentz, Editorial, 12 Am. Bus. L.J., Spring 1974, at xii, xii. For more information about John's tenure as editor in chief, see Robert C. Bird, A Great Deal of Gratitude: An Interview with John Donnell, 50 Am. Bus. L.J. 195 (2013). 62 John J. Bonsignore, Existentialism, The Rule of Law and Article 2 of the Uniform Commercial Code, 8 Am. Bus. L.J. 133 (1970) [hereinafter Bonsignore, Existentialism]; John J. Bonsignore, Law and Conflict Resolution, 9 Am. Bus. L.J. 133 (1971) [hereinafter Bonsignore, Conflict Resolution]; John J. Bonsignore, Prospects in Law-Anthropology, 10 Am. Bus. L.J. 111 (1972) [hereinafter Bonsignore, Prospects]; John J. Bonsignore, At the Edge of Law, 11 Am. Bus. L.J. 135 (1973) [hereinafter Bonsignore, At the Edge of Law]. Bonsingore's work also extended to two thoughtful books. John J. Bonsignore et al., Before the Law: An Introduction to the Legal Process (8th ed. 2006) (providing an undergraduate law textbook with few cases or legal rules but filled with sociological, psychological, and anthropological approaches to law that prompt the student to think critically about the relationship between law and society); John J. Bonsignore, Law and Multinationals: An Introduction to Law and Political Economy (1994) (offering a critical account on the evolving nature of multinational corporations and their impact on society). 63See Artie Wolfe, Remembering John Bonsignore: The Founder of Legal Studies at UMass xiii (2012) ("John sought a critical, interdisciplinary, and humanitarian inquiry into our legal institutions."). 64Id. (offering a memoir and tribute to the life, ideas, and professional accomplishments of John Bonsignore). 65Bonsignore, Existentialism, supra note 62, at 136 (providing a figure listing dichotomies between postmodern and modern philosophies along several dimensions). 66Id. at 148–51 (contrasting U.C.C. § 2-302 on unconscionability with § 2-202 on the parole evidence rule). 67Id. at 147. 68Id. at 155. 69Id. 70Id. 71Id. 72Id. at 134. 73Id. at 135 (quoting Georg Cohn, Existentialism and Legal Science vii (George H. Kendal trans., 1967)). 74Bonsignore, Conflict Resolution, supra note 62, at 134–35 (citing Eugen Ehrlich, Fundamental Principles of the Sociology of Law (1962) (providing a seminal work on the subject); Karl N. Llewellyn & E. Adamson Hoeble, The Cheyenne Way (1941) (exploring social ordering in groups). 75Id. at 134. 76Id. at 135–36. Bonsignore also offered an amusing illustration of conflict resolution between himself, serving as arbitrator, and his two daughters arguing over which television show to watch. Id. at 134, 137. 77Bonsignore, Prospects, supra note 62. Bonsignore observed that there was much talk about interdisciplinary work, but little done about it. Id. at 111. 78Id. 79Bonsignore, At the Edge of Law, supra note 62. 80Id. at 136–37. 81Bonsignore provided a chart depicting the relative weights of radical, liberal, conservative, and reactionary thought in America, with the radical view accounting for only five percent, the conservative for sixty percent, liberal for twenty-five percent, and reactionary thought for ten percent. Id. at 142. 82Id. at 146 (citing Edwin M. Schur, Law and Society 85– 106 (1968)). 83Id. 84Id. at 147. 85See Harry T. Allan, Organizational Theory, Sociology of Law, and Business Law: Divided Parts of the Same Field?, 4 Am. Bus. L.J. 39, 40 (1966) (drawing approvingly from former commercial law professor, Max Weber, Allan suggests that perhaps Weber did not leave business law; rather, the profession failed to follow him); Harry T. Allan & H. Richard Hartzler, Legal Systems of Business Organizations: Analysis of Recent Research, 6 Am. Bus. L.J. 559, 560 (1968) (discussing insights that can be drawn from classic works by Stewart Macaulay and John Kenneth Galbraith, among others); H. Richard Hartzler & Harry T. Allan, Legal Theories of Roscoe Pound and Karl Llewellyn: Their Application to the Study of Behavior Within Business Organizations, 5 Am. Bus. L.J. 1 (1967) (suggesting that law lags other fields in incorporating insights drawn from the study of groups). 86See Wolfe, supra note 63, at 91. 87 Harry T. Allan, Questing for a "Jurisprudence for the Millions": Some New Parameters, 10 Am. Bus. L.J. 99, 104–07 (1972). 88See Wolfe, supra note 63, at 89–111. 89See Environmental Laws: Summaries of Major Statutes Administered by the Environmental Protection Act 1–3 (Susan R. Fletcher et al. eds., 2012) (discussing the Nixon administration's organizational strategy to coordinate the implementation of a growing number of environmental regulations). 90See id. 91See Vincent A. Carrafiello, And Now the Earth: Law and Ecology, 9 Am. Bus. L.J. 193 (1972). Volume twenty-one of the ABLJ has a subject matter index of the contents of the first twenty volumes. The category "Environmental Law" lists twenty-one entries, including articles, comments, and notes, but none predate Carrafiello's contribution. Hence, Carrafiello was first to write on environmental law in the ABLJ, but he was soon to be followed by others. See Oltman, supra note 18, at 509–10 (listing early articles, comments, and notes on environmental law). 92See Carrafiello, supra note 91. 93Id. at 193–213. 94Id. at 223. 95See Bruce D. Fisher, Water Pollution−The Tennessee Response; Conclusions and Generalizations, 11 Am. Bus. L.J. 15 (1973). 96Id. 97 Robert I. Kutscher, Book Review, 11 Am. Bus. L.J. 93 (1973) (reviewing Louis L. Jaffe & Lawrence H. Tribe, Environmental Protection (1971)). 98A present counting finds thirteen articles published in volumes twenty-one through forty-nine of the ABLJ with environmental law as the predominate issue. The methodological issues associated with this counting are discussed infra in Part II.A. Listed chronologically, the articles include Paulette L. Stenzel, Toxic Substance Regulation: A Compelling Situation for Revival of the Delegation Doctrine, 24 Am. Bus. L.J. 1 (1986); Stephen L. Poe, Sale of REO Properties Under CERCLA: An Area of Continuing Environmental Risk for Lenders, 29 Am. Bus. L.J. 43 (1991); Frank B. Cross, Author's Response, 29 Am. Bus. L.J. 529 (1991) (responding to Tracy Dobson, Book Review, 29 Am. Bus. L.J. 356 (1991) (reviewing Frank B. Cross, Environmentally Induced Cancer and the Law: Risks, Regulation and Victim Compensation (1989))); Frona M. Powell, Defining Harm Under the Endangered Species Act: Implications of Babbitt v. Sweet Home, 33 Am. Bus. L.J. 131 (1995); Michael K. Braswell & Stephen L. Poe, Private Property vs. Federal Wetlands Regulation: Should Private Landowners Bear the Cost of Wetlands Protection?, 33 Am. Bus. L.J. 179 (1995); Daniel M. Warner, Time for a New Enlightenment, 34 Am. Bus. L.J. 455 (1997) (book review essay) (discussing the values incumbent in "deep ecology"); Martin A. McCrory, Who's on First: CERCLA Cost Recovery, Contribution, and Protection, 37 Am. Bus. L.J. 3 (1999); Paula C. Murray, Inching Toward Environmental Regulatory Reform—ISA 14000: Much Ado About Nothing or a Reinvention Tool?, 37 Am. Bus. L.J. 35 (1999); Carol J. Miller & Jennifer L. Croston, WTO Scrutiny v. Environmental Objectives: Assessment of the International Dolphin Conservation Program Act, 37 Am. Bus. L.J. 73 (1999); M. Neil Browne & Nancy K. Kubasek, A Communitarian Green Space Between Market and Political Rhetoric about Environmental Law, 37 Am. Bus. L.J. 127 (1999); Paulette L. Stenzel, Can the ISO 14000 Series Environmental Management Standards Provide a Viable Alternative to Government Regulation?, 37 Am. Bus. L.J. 237 (2000); Randall S. Guttery et al., Federal Wetlands Regulation: Restrictions on the Nationwide Permit Program and the Implications for Residential Property Owners, 37 Am. Bus. L.J. 299 (2000); Lucien J. Dhooge, Revenge of the Trail Smelter: Environmental Regulation as Expropriation Pursuant to the North American Free Trade Agreement, 38 Am. Bus. L.J. 475 (2001). 99Several ABLJ articles addressing the topic of corporate social responsibility are examined infra, notes 188–98 and accompanying text. 100 Alan Weber, Business Decisions: Boundary Line Between the Executive and Corporate Counsel?, 5 Am. Bus. L.J. 155 (1967). 101See id. at 156 (citing Canon 15 for a lawyer's duty to assert his or her own conscience when advising a client). 102 Willis W. Hagen, Ethics, Marketing and the Federal Trade Commission, 5 Am. Bus. L.J. 171 (1967). 103Id. at 171 (citing the enabling legislation for the National Labor Relations Board). 104Id. at 172 (citing Federal Trade Commission regulations). 105Hagen referred to a "kaleidoscope" of marketing theory, ethics, and law, id. at 174, and he called for a merger of the three topics in a way that avoids the excesses of "Ethical Relativism" and the problems posed by "unmodified Intuitionism." Id. at 175. 106 John D. Donnell, Book Review, 11 Am. Bus. L.J. 94 (1973) (reviewing Portia Christian, Ethics in Business Conduct: A Guide to Information Sources (1970); Lillian Placek, Corporate Social Responsibility: A Bibliography from Newsweek (1972); Phillip I. Blumberg, Selected Materials on Corporate Social Responsibility, 27 Bus. Law. 1275 (1972)). 107 Thomas W. Dunfee & C. Richard Decker, Need and Proposal: Specific Integration of Business Law into the Business School Curriculum, 7 Am. Bus. L.J. 277 (1969). 108Id. at 280–83. 109 Dan Welty, Student Involvement in the Teaching of Law, 7 Am. Bus. L.J. 293 (1969). 110Id. at 295–96. 111 Russell Decker, Pre-Law Preparation Based Upon Business Administration, 7 Am. Bus. L.J. 285 (1969). 112Id. at 288–89. 113Id. 285–86. 114 ABLJ, 15 Am. Bus. L.J., Spring 1977, at xi. 115Id. 116 ABLJ, 17 Am. Bus. L.J. 424 (1980). 117 Frederick G. Kempin, Jr., Editorial, 19 Am. Bus. L.J. 262 (1981). 118 John R. Allison, Editorial, 21 Am. Bus. L.J. 237 (1983). 119The practice of one-year service as editor in chief held for volumes twenty-one through twenty-four, then was replaced with essentially two-year terms for volumes twenty-four through thirty-two, and then returned to one-year terms with volume thirty-three. 120See Thomas W. Dunfee, Editorial, 15 Am. Bus. L.J., Spring 1977, at xiii. 121Id. Volume fifteen, issue one included a photo of Henk, a resolution honoring his memory, and two testimonials. Henk's contributions to the ABLJ included Hendrik Zwarensteyn, The Importance to the Businessman of Understanding International Law, 1 Am. Bus. L.J., Spring 1963, at 60; Hendrik Zwarensteyn, The Foreign Reach of the American Antitrust Laws, 3 Am. Bus. L.J. 163 (1965); Hendrik Zwarensteyn, Some Observations on the Comparison of Legal Institutions and the Concepts of Law in Different Societies, 10 Am. Bus. L.J. 17 (1972). 122See, e.g., Gerald R. Ferrera, Corporate Board Responsibility Under the Foreign Corrupt Practices Act of 1977, 18 Am. Bus. L.J. 259 (1980) (explaining the details of the recent ethically charged regulations); J.K. Hull, Insider Trading: An End to the Debate in Britain?, 17 Am. Bus. L.J. 85 (1979) (arguing that proposed reforms to British insider trading laws may operate to crush honest and legitimate dealings). 123Dunfee, supra note 120. 124 Arthur D. Wolfe, Special Issue Editorial, 15 Am. Bus. L.J., Spring 1977, at xviii. 125Id. 126Id. 127 John Neil Story & Lynn M. Ward, The Law and Citizen Education, 15 Am. Bus. L.J. 22, 22–23 (1977). 128Id. 129 Norbert J. Mietus, Law for General Education, 15 Am. Bus. L.J. 10, 11 (1977). 130 John W. Collins, Law in the Business Curriculum, 15 Am. Bus. L.J. 46, 47 (1977). 131Id. John Bonsignore and Harry Allan also sounded critical themes. Harry T. Allan, Law as a Liberal Art Versus Law as a Professional Discipline: A False Dichotomy, 15 Am. Bus. L.J. 61, 64–65 (1977) (rejecting the traditional, rule-oriented model of law instruction except perhaps for upper level courses); John J. Bonsignore, Lacunarian Law, 15 Am. Bus. L.J. 52, 53 (1977) (proposing that undergraduate legal education be used to address contradictions posed in law and society at large, including a growing "consciousness of wealth, status, and power [and]. . . fresh atrocities such as dusting off the electric chair …."). 132 Joseph L. Frascona, Business Law is "Business Law," 15 Am. Bus. L.J. 7, 8 (1977). 133 Bruce D. Fisher, A Role for Jurisprudence in the Business Law Curriculum, 15 Am. Bus. L.J. 38, 38 (1977). 134 Gail McKnight Beckman, Teaching the International Aspects of Business Law, 15 Am. Bus. L.J. 31, 31–32 (1977). 135 William H. Daughtrey, Jr., Report on a Survey of Topic Preferences of Students in the Business Law Area, 15 Am. Bus. L.J. 71 (1977). 136Id. at 75. Also on the list are criminal law, commercial paper, labor law, real property, and environmental law. Id. 137 Bruce K. Childers, Introductory Law Courses in a College of Business—A Change in Emphasis, 15 Am. Bus. L.J. 82, 86 (1977). 138 Gary M. Victor, Transactional Analysis in Law Instruction, 15 Am. Bus. L.J. 101, 101–02 (1997) (recommending psychoanalytic techniques developed by Freudian-trained Dr. Eric Berne). 139 Kenneth A. Parker, On the Use of Subliminal Messages as an Adjunct in Teaching, 15 Am. Bus. L.J. 143, 152–53 (1977). 140 Benjamin N. Henszey & Barry L. Meyers, Evaluation of "New" Teaching Methods for the Basic Business Law Course, 15 Am. Bus. L.J. 132 (1977). 141See generally Stephen Breyer, Regulation and its Reform 1–11 (1982) (placing the deregulation movement in historical context and outlining the motivation for deregulation, its goals, its methods, and its likelihood of success). 142See, e.g., Robert H. Bork, The Antitrust Paradox: A Policy at War with Itself (1978) (articulating a rationale for partial dismantling of antitrust law). Bork argued that the welfare losses due to monopoly (monopolists tend to restrict output and raise price) were offset by productivity gains due to size (monopolist often produce at lower cost), creating a policy "paradox." Id. at 90–110. Breaking up monopolies or prohibiting collusion may improve allocational efficiency and increase consumer surplus, but simultaneously increase production costs. Id. at 91 (distinguishing between "allocative efficiency" and "productive efficiency"); see also Richard A. Posner, Antitrust Law: An Economic Perspective 8–22 (1976) (explaining the costs associated with market power). 143See Roger Bern & Michael M. Tansey, Proper Application of the Rule of Reason to Vertical Territorial Restraints: Debunking the "Intrabrand-Interbrand" and "Efficiencies" Deviations, 20 Am. Bus. L.J. 435 (1983) (suggesting reform to the rule of reason analysis currently used to assess vertical territory restraints); Thomas W. Dunfee, Privity in Antitrust: "Illinois Brick v. Illinois," 16 Am. Bus. L.J. 107 (1978) (examining a Supreme Court decision that makes it more difficult for a private plaintiff to sue for treble damages under the Clayton Act); Steven B. Johnson & John B. Corgel, Antitrust Immunity and the Economics of Occupational Licensing, 20 Am. Bus. L.J. 471 (1983) (applying an economic efficiency metric to antitrust actions based on occupational licensing); David R. Kamerschen, An Economic Approach to the Detection and Proof of Collusion, 17 Am. Bus. L.J. 193 (1979) (proposing to prove collusive activity with circumstantial evidence such as product price inelasticity or that all sellers operate at the same levels of distribution); Burt A. Leete, An Analysis of the Standard for Determining the Requisite Economic Control Necessary for a Tying Contract to Amount to a Violation of the Sherman Act: The Lessons of Fortner I and II, 16 Am. Bus. L.J. 189 (1978) (assessing a Supreme Court decision that limits the way that a plaintiff can prove the market power prerequisite for actions based on illegal product ties); Norman G. Miller & Peter J. Shedd, Do Antitrust Laws Apply to the Real Estate Brokerage Industry?, 17 Am. Bus. L.J. 313 (1979) (noting that despite agreements to charge uniform fees, federal courts have not always found price fixing to be illegal because the effect on interstate commerce is not always proven); Eric L. Richards & Doulas F. Whitman, Louisiana Power & Light: Examining the State Action Immunity, 17 Am. Bus. L.J. 386 (1979) (examining the state-action exemption to antitrust policy as applied to municipalities); George J. Siedel III., Multiple Listing Services and the Sherman Act: A New Chapter, 20 Am. Bus. L.J. 267 (1982) (assessing the rule of reason treatment of multiple listing services under the Sherman Act); Douglas Whitman, Parens Patriae: An Effective Consumer Remedy in Antitrust?, 16 Am. Bus. L.J. 249 (1979) (discussing a policy to permit a state to sue on behalf of pri

This Article examines ethical issues posed by imperfections in legal texts. More particularly, it addresses "legal loopholes," carefully defining the term and then exploring whether there is anything wrong with exploiting loopholes for private gain. Focusing on corporate settings, the analysis considers both the obligation of a business leader to support reasonably just social institutions and the professional obligation of corporate counsel advising on such issues. Although the notion of a legal loophole enjoys widespread colloquial use, the term is typically used quite loosely and without critical reflection. Perhaps in an adversarial system, one becomes accustomed to taking full advantage of any and all effective legal recourse, including but not limited to the exploitation of loopholes. Loopholes often generate arguments over interpretation. This Article addresses the ethics of legal interpretation head on. It examines the scope of the social obligation to abide by a good faith interpretation of a legal text, rather than to exploit inevitable imperfections in those texts to advance private interests. The analysis proceeds in three parts followed by a conclusion. Part II portrays a loophole as a style of argument that pits a literal inter- pretation of a text against a more purposeful one. Because literal interpretations sometimes prevail, loopholes have economic value. Part III examines the ethics of a corporate legal strategy to construct strained interpretations of the law as guides to corporate conduct. The discussion embraces both the libertarian insights of Milton Friedman and the democratic liberalism of John Rawls, drawing useful ideas from each. Part IV considers the role of corporate counsel, concluding that in an adversarial setting, corporate counsel must argue for the legal interpretation that best suits the corporation's needs. In a transactional setting, by contrast, where advising rather than advocacy is the norm, ethics require a more balanced interpretation. The Article concludes with a brief summary.

INTRODUCTION 372 I. CISG AND ECONOMIC ANALYSIS 374 A. DRAFTING THE CISG 374 1. Types of Rules 376 2. Summary 382 B. ECONOMIC ANALYSIS OF CONTRACT LAW 383 1. Deferring to Individual Autonomy 387 2. Reducing Transaction Costs 389 3. Providing Stability 392 II. ASSESSING THE EFFICIENCY OF CISG RULES 394 A. LIQUIDATED DAMAGES 394 B. EVIDENTIARY RULES 398 1. Writing Requirement 399 2. Parol Evidence Rule 401 C. CONTRACT INTERPRETATION 405 1. Objective Versus Subjective Theories of Interpretation .. 406 2. Intentional Contractual Incompleteness 408 3. Contractual Ambiguity 412 4. Party-Controlled Rules of Interpretation 416 D. CONTRACT FORMATION 417 1. Effectiveness of Acceptance 418 2. Firm Offer Rule 419 III. PARTICULARIZED CONSENT: MOVING BEYOND

In this issue of the American Business Law Journal, Professor Don Mayer continues an important conversation regarding the ethics of corporate legal strategy. Addressing several of my published works, Mayer offers two primary criticisms: (1) the works are too sanguine with regard to the appropriate scope of the strategic decision to “breach‐and‐pay,” and (2) the works offer too little guidance for the well‐intentioned corporate executive. In this response, I briefly restate my views, address Mayer's two criticisms, and offer concluding remarks.

American Business Law JournalVolume 47, Issue 2 p. 291-312 Civil Disobedience in a Business Context: Examining the Social Obligation to Obey Inane Laws Daniel T. Ostas, Daniel T. Ostas Michael F. Price College of Business, University of Oklahoma aProfessor of Legal Studies and Harlow Chair in Business Ethics, Michael F. Price College of Business, University of Oklahoma. B.S., Purdue University; J.D., Indiana University of School of Law; Ph.D. (Business Economics), Indiana University of School of Business.I thank Professor Laura Hartman for helpful comments on an earlier draft. All errors remain my own.Search for more papers by this author Daniel T. Ostas, Daniel T. Ostas Michael F. Price College of Business, University of Oklahoma aProfessor of Legal Studies and Harlow Chair in Business Ethics, Michael F. Price College of Business, University of Oklahoma. B.S., Purdue University; J.D., Indiana University of School of Law; Ph.D. (Business Economics), Indiana University of School of Business.I thank Professor Laura Hartman for helpful comments on an earlier draft. All errors remain my own.Search for more papers by this author First published: 12 May 2010 https://doi.org/10.1111/j.1744-1714.2010.01095.xCitations: 8 Read the full textAboutPDF ToolsExport citationAdd to favoritesTrack citation ShareShare Give accessShare full text accessShare full-text accessPlease review our Terms and Conditions of Use and check box below to share full-text version of article.I have read and accept the Wiley Online Library Terms and Conditions of UseShareable LinkUse the link below to share a full-text version of this article with your friends and colleagues. Learn more.Copy URL Share a linkShare onEmailFacebookTwitterLinkedInRedditWechat Citing Literature Volume47, Issue2Summer 2010Pages 291-312 RelatedInformation

American Business Law JournalVolume 46, Issue 4 p. 487-529 Legal Loopholes and Underenforced Laws: Examining the Ethical Dimensions of Corporate Legal Strategy Daniel T. Ostas, Daniel T. Ostas Indiana University School of Business aProfessor of Legal Studies and James G. Harlow, Jr. Chair in Business Ethics and Community Service, Michael F. Price College of Business, University of Oklahoma; B.S., Purdue University; J.D., Indiana University School of Law; Ph.D. (Business Economics), Indiana University School of Business.Search for more papers by this author Daniel T. Ostas, Daniel T. Ostas Indiana University School of Business aProfessor of Legal Studies and James G. Harlow, Jr. Chair in Business Ethics and Community Service, Michael F. Price College of Business, University of Oklahoma; B.S., Purdue University; J.D., Indiana University School of Law; Ph.D. (Business Economics), Indiana University School of Business.Search for more papers by this author First published: 16 November 2009 https://doi.org/10.1111/j.1744-1714.2009.01084.xCitations: 9 Read the full textAboutPDF ToolsExport citationAdd to favoritesTrack citation ShareShare Give accessShare full text accessShare full-text accessPlease review our Terms and Conditions of Use and check box below to share full-text version of article.I have read and accept the Wiley Online Library Terms and Conditions of UseShareable LinkUse the link below to share a full-text version of this article with your friends and colleagues. Learn more.Copy URL Citing Literature Volume46, Issue4Winter 2009Pages 487-529 RelatedInformation

ABSTRACT:This article explores the law and ethics of lobbying. The legal discussion examines disclosure regulations, employment restrictions, bribery laws, and anti-fraud provisions as each applies to the lobbying context. The analysis demonstrates that given the social value placed on the First Amendment, federal law generally affords lobbyists wide latitude in determining who, what, when, where, and how to lobby.This article explores the law and ethics of lobbying. The legal discussion examines disclosure regulations, employment restrictions, bribery laws, and anti-fraud provisions as each applies to the lobbying context. The analysis demonstrates that given the social value placed on the First Amendment, federal law generally affords lobbyists wide latitude in determining who, what, when, where, and how to lobby.

American Business Law JournalVolume 44, Issue 4 p. 571-601 When Fraud Pays: Executive Self-Dealing and the Failure of Self-Restraint Daniel T. Ostas, Daniel T. Ostas Professor of Legal Studies and Harlow Chair in Business Ethics, Michael F. Price College of Business, University of Oklahoma; B.S., Purdue University; J.D., Indiana University School of Law; Ph.D. (Business Economics), Indiana University School of Business.Search for more papers by this author Daniel T. Ostas, Daniel T. Ostas Professor of Legal Studies and Harlow Chair in Business Ethics, Michael F. Price College of Business, University of Oklahoma; B.S., Purdue University; J.D., Indiana University School of Law; Ph.D. (Business Economics), Indiana University School of Business.Search for more papers by this author First published: 18 October 2007 https://doi.org/10.1111/j.1744-1714.2007.00046.xCitations: 16Read the full textAboutPDF ToolsExport citationAdd to favoritesTrack citation ShareShare Give accessShare full text accessShare full-text accessPlease review our Terms and Conditions of Use and check box below to share full-text version of article.I have read and accept the Wiley Online Library Terms and Conditions of UseShareable LinkUse the link below to share a full-text version of this article with your friends and colleagues. Learn more.Copy URL Share a linkShare onFacebookTwitterLinked InRedditWechat Citing Literature Volume44, Issue4Winter 2007Pages 571-601 RelatedInformation

"Economics and the Law: From Posner to Postmodernism and Beyond." Journal of Economic Issues, 41(4), pp. 1190–1191