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43 Seattle U. L. Rev. 497 (2019-2020)
Tone at the Top and the Communication of Corporate Values: Lost in Translation

handle is hein.journals/sealr43 and id is 507 raw text is: Tone at the Top and the Communication of Corporate Values: Lost in Translation? Alfredo Contreras, Aiyesha Dey & Claire Hill* ABSTRACT Many firms that were involved in large-scale corporate frauds had strong corporate codes of ethics and values statements. These firms were also subject to considerable social pressures to be mindful of their reputations; frauds are negative reputational events. Notably, the frauds not infrequently involved possible, or even outright, illegality. Why didn't these strong forces-strong codes of ethics and firms' clear interest in maintaining a good reputation, as well as the fear of legal liability-do more to prevent the frauds? It seems hard to imagine that serious misdeeds could occur if the top management was committed to preventing them. But top management, especially the CEOs, are sending messages declaring precisely such a commitment.. Might they be sending, verbally or nonverbally, other, countermanding or dilutive, messages? Our aim here is to raise this issue and consider how it might be explored. INTRODUCTION Major corporate scandals in the recent, and not so recent, past come readily to mind. The scandals have sometimes involved behavior that was illegal; they have also involved behavior that, at a minimum, was close to the line of illegality. Lying to customers is clearly illegal; pressuring salespeople to do so presents a harder case for law, but is certainly contrary to a consensus view of what ethics requires. For each scandal, particularly the more recent ones, the company involved had a code of conduct, a code of ethics, or both, and made many other pronouncements as to the strength and quality of its culture and its * Alfredo Contreras is at Brightflag; Aiyesha Dey is at Harvard Business School; and Claire Hill is at the University of Minnesota Law School. We wish to thank the participants at the Annual Adolph A. Berle Symposium for 2019, on Law and Corporate Culture. Claire Hill wishes to thank June Carbone, Eric Hillemann, and Brett McDonnell for extremely useful discussions on this point and Scott Dewey for his extraordinary and tireless research assistance. 497

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