Ethics. Business.The two worlds usually mix well together ...

... but sometimes it's like oil and water.

By Nina Kim, Times Staff Writer
Published August 26, 2007

Everybody likes to talk about it but nobody quite knows exactly what it is - that's Clark Furlow's take on business ethics.

"Defining it is like nailing Jell-O to the wall," the expert in corporate governance and business ethics said. "You begin to think you understand it, but that's when it starts squirting out between your fingers."

The Stetson University College of Law in June named Furlow, 62, the associate dean of its Tampa Law Center. Furlow joined Stetson in 2002 as an adjunct professor teaching advanced corporate law and later taught classes on business organizations and mergers and acquisitions.

"I had a fair number of contested merger cases in the Supreme Court of Delaware, so it was natural for me to be teaching those sort of things," he said.

Furlow began litigating stockholder class and derivative actions in 1979 as a partner with Smith, Katzenstein & Furlow in Wilmington, Del. He previously had practiced for a Tampa law firm for two years after receiving his law degree from Emory University School of Law in 1977.

Corporate governance and business ethics appealed to Furlow because of the excitement and intellectual stimulation of the work, especially in Delaware, he says.

"Delaware is an area where the law is changing with some frequency, so every case gives you a chance to change the law," he said. "Also, well over half of the Fortune 500 companies are incorporated in Delaware."

Business ethics emerged as a field in 1970s, but received ample attention at the turn of the century. Congress passed the Sarbanes-Oxley Act in 2002 in response to a wave of corporate and accounting scandals affecting companies like Enron, Tyco International and WorldCom.

"What happens when a corporation is no longer able to compete in the marketplace because it is paying high wages to workers at the outdated local factory?" Furlow said. "These are the kind of questions business ethics attempts to answer."

But the problem, says Furlow, is this: Businesses are run by people.

"We pass laws to regulate the business conduct of people and we adopt ethical codes to which we ask them to aspire, but in the end, people are people and sometimes they will do the wrong thing," he said.

Yet Furlow says business ethics involves more than just compliance with the law.

"Business ethics involves conduct that goes beyond the minimum standards of decency imposed by law and is conduct to which businesspersons should aspire," he said.

Nina Kim can be reached at nkim@sptimes.com or (727) 893-8913.

Match the business with the ethics policy

Can you match the following excerpts from codes of ethics with these four businesses: Tech Data, Raymond James, Jabil Circuit and Enron? Three are local companies. Houston's Enron, which perpetrated one of the biggest frauds in recent corporate history, also had its own code of ethics. It just did not pay enough attention to it. See the answers below.

1. We believe that by minimizing bureaucracy and maximizing control of your own destiny, you will make the best decisions for the business.

2. Each senior financial officer must maintain high standards of honest and ethical conduct and avoid any actual or apparent conflict of interest.

3. Moral as well as legal obligations will be fulfilled openly, promptly, and in a manner which will reflect pride on the Company's name.

4. This reputation and trust depends upon each of us making the right ethical decisions every day. It may not always be the easiest or appear to be the most profitable decision ... at least in the short term.

Times staff writer

Answers 1. Jabil Circuit, 2. Raymond James, 3. Enron, 4. Tech Data.

[Last modified August 24, 2007, 19:50:33]