Samuel Pufendorf’s Contractarian Corporate Governance Principles. A New Perspective for Business Economics and Ethics Studies

Pufendorf’s theory of justice is extremely important not only for government organizations but, more generally, for research about all organizations made up for man for achieving a common objective. These include, first of all, companies. So, Pufendorf’s theory represents a theoretical basis both in the area of public finance and in the area of business economics. In this paper, we focus above all on an application of Pufendorf’s theory to corporate governance, in particular relating to the problem of prevalence between shareholders’ objectives and company objectives, in case of conflict between them. This question can be interpreted, bearing in mind Pufendorf’s theory, in the light of the distinction between universal and distributive justice: the first (universal justice) based on a natural law commutative concept and the second (distributive justice) based on a compensatory concept. So, Pufendorf’s thought about contractual relations can be applied fruitfully to the problem of the company’s relations, as an association of individuals for the realization of a superior business activity and, at the same time, itself as autonomous entity. The same basic postulate of Pufendorf about men as “moral subjects” which can represents, for business and economic studies, the basis for a renewed conception of the enterprise, as institution that puts man, his needs and his vocation to sociality at the centre of it. Pufendorf’s ideas, then, give interesting insights to the social and academic debate about modern ethics studies and modern business economics, about topics such as the relationship between natural law and positive law, public goods and the relationship between private company ownership and its social responsibility, and therefore the ethicality of business and economic behaviour of owners and managers.