“I die the Company’s good servant, but God’s first.”

Today is the feast of St. Thomas More, patron Saint of lawyers.

Although the quotation above does not capture his final words with complete accuracy, it raises an issue that I have often pondered as a corporate law scholar.

Corporate directors have a fiduciary duty to put first the interests of their company’s shareholders.  To many directors, this means checking their moral compasses at the boardroom door.  Although they might be “personally opposed” to peddling sexually explicit content to minors (think MTV, Abercrombie & Fitch), they oftentimes nevertheless accede to such activity because it is profitable.  And since they have a duty to maximize shareholder profits, it would be wrong of them to let their own personal moral preferences get in the way of the fulfillment of their duties.  Indeed, study after study shows that the conscientious director — the director who wants to earnestly “do the right thing” — usually believes that this is exactly how he or she must proceed.  After all, it is a good and noble thing to do one’s duty.

But what about one’s duties to God?  St. Thomas More’s quandary is, I suggest, just as present in corporate America as it is in the halls of government.

My belief is that if we really want socially responsible corporations, we need to unshackle, to an extent, directors from their duty of profit maximization.  We need to give directors clear and sufficient latitute to act in accord with their own consciences.  This is no panacea, but it is, I suggest, a step in the right direction.

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