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|In: Business Ethics|Last Updated:

My LDLs, I recently learned, are high enough to experience the Oort cloud up close and personal. Which is why I looked at the nutritional information printed on a bag of fudge-covered Oreos. The news was wonderful — only 0.5 grams of saturated fat per serving. Wow! Then I looked at the serving size. One cookie. Who are they trying to kid? Everyone knows the standard serving size for Oreos is a bag.

Which demonstrates an important marketing principle: With a little ingenuity you can lie by telling the truth. And so long as you can defend your statements in court you’re in the clear. In marketing, this kind of deception is considered ethical. You have to tell the truth, but after that, caveat emptor.

Managers face different ethical conundrums, and CTOs sometimes have a hard time accepting the contextual nature of executive ethics. Take, for example, the widely accepted principle that “lying is bad.”

Imagine this scenario: Your company decides on a round of layoffs. You disagree. Your options:

1. Resign in protest. But that results in someone less qualified, and likely with fewer scruples in charge of the organization you were too principled to continue leading.

2. Implement the decision but tell everyone you disagree with it. In addition to being unprofessional, that behavior is divisive to the company and damages morale and motivation.

3. Implement the decision and tell everyone you support it, even though you don’t. But then, of course, you aren’t being truthful.

4. Implement the decision and refuse to say whether you agree with it. That’ll keep ’em guessing.

5. Or, implement the decision and tell everyone you aren’t qualified to critique it because the people who made the decision have access to more information than you. Except that as a member of the inner circle, you were part of the decision process. It simply didn’t go your way. You’re lying again, and being a weasel besides.

What’s the right answer? There is no right answer that fits every circumstance, and no answer will leave your sensibilities untrammeled. Worse, every time you have to make a decision like this, the line separating acceptable and unacceptable behavior becomes more blurred and gray. But that isn’t the problem — the line, after all, really is gray and blurry.

No, the problem is inversion of purpose. When you can stomach anything, it’s easy to lose sight of why you wanted to be in the executive suite in the first place.

It’s when your goal becomes just being there that you’re in trouble.

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|In: Business Ethics|Last Updated:

One of my clients is a newly merged company. To prepare for the engagement, I did what any self-respecting consultant would do: I called people who have been through a merger themselves.

One related this bizarre story: The leaders of one of two merging companies organized a formal “war school” to game out ways to end up in control of the new company. My source was quite angry about this, considering it unethical and subversive, not to mention sneaky.

Conducting a formal war school is certainly over the top (and made my source’s life quite difficult for a year or two as well). The underlying motivation, though, is predictable, and perhaps even laudable, the result of intense desire to beat the competition.

In the case at hand, one company’s executives considered the merger an opportunity to create a new company with enhanced capabilities and economies of scale. The executives in the other company considered it a stratagem for beating a competitor, albeit not in the marketplace. This might make them untrustworthy; it doesn’t make them unethical. “Untrustworthy” is predictive and therefore useful; “unethical” simply moralizes — a hollow luxury in the executive suite.

The odds are high you’ll go through a merger or acquisition yourself. What should you do? Let’s write some code (it’s going to look like PL/1 — it’s been a long time since I’ve written real code, I’m afraid):

IF [Your future in the merged organization is secure] OR [You’ve been guaranteed a generous severance package] THEN [Concern yourself entirely with making sure the merger succeeds] ELSE;

IF [You expect those leading the merger to reward those who help make it happen through promotions, bonuses and continued employment while making other arrangements for those who resist it] THEN [Concern yourself entirely with making sure the merger succeeds] ELSE;

[Don’t be a schmuck];

Those leading a merger are responsible for aligning the personal best interests of managers and employees with the merger’s success. What’s your role in helping the process?

Don’t ask anyone who works for you to be self-sacrificing..

IF [You want everyone working for you to help the merger succeed] THEN [Make it worth their while to do so] AND [Make sure they know it will be worth their while];

What — you expect them to be loyal to a new employer they don’t know, who shows no interest in being loyal to them?

Don’t be a schmuck.

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