Still, he says, “To everyone else it’s likely to seem far too small a change to make a big difference.”

Mr. Gamble’s proposal is this: that every company devise a set of ethical rules to be part of their bylaws, a move that would potentially open them up to shareholder lawsuits should they fail to stick to those rules.

Companies, he suggests, should “adopt a binding set of ethical rules, approved by stockholders and addressing the key ethical dimensions of corporate life” including:



■ Their “relationships with employees.”

■ Their “relationships with the communities in which they produce and sell.”

■ Their “relationships with customers.”

■ Their “effects on the environment.”

■ And their “effects on future generations.”

Once the rules are in place, he writes, “any shareholder could sue the board of directors for violating the ethical rules — just as any shareholder can today sue the board of directors for violating the maximize rule.”

There is something rather elegant about Mr. Gamble’s concept.

Today, corporate directors’ decisions are measured — at least from a legal perspective — on whether they maximize shareholder value. When they stray from doing that in the short term, they are protected by the “business judgment rule” if they can show that whatever decisions they have made are geared toward maximizing value in the long term. It may be an oversimplification, but if they veer from seeking profits in the name of other stakeholders, shareholders may have a legal case against them. Nowhere in their responsibilities are they expected to consider any stakeholder but the company.

Adding a set of ethical principles to a company’s bylaws would mean that “the people charged with acting for the corporation will have to discuss how the corporation should act and will have to account in that discussion for how the corporation’s actions affect others,” Mr. Gamble writes. “They will have to make a conscience.”

His idea is not that different from one proposed by Senator Elizabeth Warren, the Massachusetts Democrat and presidential contender, who typically sends shudders through the business community. Last year, Ms. Warren proposed that companies with more than $1 billion in annual revenue be required to obtain a federal charter to be a United States corporation that obligates “company directors to consider the interests of all corporate stakeholders.”