Copyright © 2018 by Barney Rosenberg President, Ethics Line, LLC™ barney@ethicslinellc.com It feels like I ought to have something profound to say now that we have come to the end of our ethics alphabet.  I could quote Winston Churchill, during the German blitz of London during the Second World War: “This is not the end.  Neither is it the beginning of the end.  Rather it is the end of the beginning.”  But I will resist that temptation! I think simple is better, so I will quote that great philosopher Barney Rosenberg who famously said: “If you love what you do and you admire the people you do it with, there ought to be a better word to describe it than work.” I hereby empower you to enjoy what you do. Be zealous about the mission.  Be grateful for the opportunity to deploy your talents, skills, ambitions and vision in a shared set of purposes with other like-minded people.  Be proud of all you are achieving, every day. People have often come to me and said: “I have good news and bad news.”  My answer over time has evolved and I now respond: “Tell me the bad news and let’s fix it, together.  We will have plenty of time later to celebrate our successes.”  But remember to celebrate them! I am going to stop here.  Our voyage on the stormy seas of business ethics will continue.  These are shark infested waters.  But our zeal will deliver us safely to the other shore.  It has been fun sharing my reflections with you. Please keep those cards and letters (and texts and emails) coming.  I don’t pretend to have all the answers but together we can paint a clearer picture than I can paint alone. Goodbye for now!  

                Copyright © 2018 by Barney Rosenberg President, Ethics Line, LLC™ barney@ethicslinellc.com The easiest word to say in business is also one of the shortest in the English language: NO Did anyone ever get into trouble for saying “No, let’s not do that deal.”  Or “No, legal says it’s illegal.” Or “No, those are not our kind of people.  I don’t have a good feeling about this.” Or “No, this is not an investment we are prepared to make at this time.” The challenge we face is finding ways to get to YES without a jail sentence hanging over our heads and respecting the organization’s constituents: our customers, our suppliers, our regulators, the prosecutors, and our co-workers.  It’s about conducting our business ethically while competing intensely. It’s about:

1. Yes, we can
2. Yes, we are
3. Yes, we will
4. Yes, of course

I have some ideas about how to get to YES.  They involve doing things the right way by following what we know is the right path.  We know it because there is an alternative definition of ethics that doesn’t come from the Greeks or the Romans.  That definition is: “this is how we do things around here.”  And it has served us well to do things this way, while remaining open to new approaches as business and the regulatory climate change. An early mentor in my career was fond of saying that the journey from A to Z may not be possible in a straight line.  It may be necessary to tack from A to D to P to arrive safely at Z.  There are often boulders in the path of progress.  We need to be able to anticipate and navigate around them.  We need to be able to look a little farther down the road to plan for our destination – how we will get there and what we will do when we arrive. I have never been one who believes it’s about the journey, not the destination.  I don’t love 10-hour flights.  I take them because I want to see Paris, or Athens or Rio de Janeiro.  The back of the seat in front of me doesn’t hold a great deal of interest, even if that’s what I stare at to see a movie. In business, we take many steps to get to a profitable result.  We have an idea; we sketch out what the finished product might look like; our engineers develop specifications and transition them to manufacturing; we have quality assurance involved at every step along the way; if we are good at what we do, we have customers who are willing and able to pay us for all the effort; we deliver the goods and stand behind them with warranties and customer service.  Does that look like what you do?  The process involves a lot of YESs along the way.  But the destination is a happy customer. To get to YES involves a lot of the ABCs of Ethics.  You know them.  You have come this far with me on our journey and we are almost at the destination.  Just one more letter to go: Z Stay tuned.

                Copyright © 2018 by Barney Rosenberg President, Ethics Line, LLC™ barney@ethicslinellc.com All right, true confessions.  I have been dreading X in this series.  But, with your support, let’s give X a try.  We all remember solving for X from high school algebra.  The unknown factor in an equation. So what is the unknown factor that makes an organization successful?  What’s the mystery behind organizations that withstand the test of time, money and demanding stakeholders? Let’s try X as in setting an Xample or Xecute on commitments.  Those are pretty good elements of a sound, effective ethics program.  Maybe add in X as in X-ray for transparency.  Also a good trait of successful leaders and entities. Maybe X is the sum total of all of our alphabet soup so far.  It would contain elements of compliance,  due diligence, integrity, kindness, openness, respect, and trust.  That’s 7 letters of the alphabet.  Maybe that would be X².  Too much to ask?  What do you think? Is X a person?  The unity of many people?  The vision of a few? We all know the –X element (minus X), when things are not going well.  We audit, we search for metrics.  Can’t catch a break!  At a company I know, an engineer was hired away from a competitor.  He brought with him an external hard drive containing every important project he worked on at the competitor.  Everyone knew that was wrong but they did nothing about it until a customer noticed the competitor’s drawings in the company’s bid documents!  Heads rolled.  A lot of them!  That’s what happens when all else fails. When we live up to commitments we develop a reputation for doing that.  It’s called honesty and integrity.  Reputation may actually be the X factor.  There are web sites where people seem to feel empowered to tell you what it’s really like to work at a company…unvarnished and raw.  We all know which side of that balancing act we want to be on. I have described an ethics program I helped implement from the ground up as being built on 3 guiding principles:  honesty, integrity and respect for others.  I still like that formulation and for me, they combine to give us the X factor we all need.  It unifies all the policies, procedures and lofty statements of purpose. Let’s go with that.  What do you think?  Now’s the time to weigh in.  We are getting to the end of the alphabet but not the end of the journey.  

                V is for Vision Copyright © 2018 by Barney Rosenberg President, Ethics Line, LLC™ barney@ethicslinellc.com Are you getting tired of the ABCs?  We’re almost done!  Patience.  This one is hard. The kind of vision checkup when we get our eyes examined is not what I am talking about here.  This is about how leaders see into the future and the decisions they make about the direction their organizations should pursue.  It’s the “visionary” quality of leadership that makes all the difference. Here are a couple of examples of leaders whose vision failed them at critical junctures. One story goes like this: Thomas J. Watson was the Chairman and CEO of IBM from 1914 to 1956.  A brilliant salesman, he once opined that “I think there is a world market for maybe five computers.”  The story may not be true (that he actually said that) but in 1943 the world looked quite different to him.  Some others saw the future more clearly.  Or were they just dreamers? Never one to be outdone, Ken Olsen, the founder of Digital Equipment Corporation (later acquired by Compaq and in 2002 merged into Hewlett-Packard) said in 1977 “There is no reason anyone would want a computer in their home.” Of course they wouldn’t when they could have more computing power in their mobile device than NASA had in its computers that landed humans on the moon and brought them home to Earth! Enough said! Try this sometime.  Ask a business person what business they’re in.  In my experience there will be a lot of sputtering and stammering.  Not a lot of vision – near or far-sighted.  They need coaching on their elevator speech! One of the best leaders I ever worked with used to start meetings by asking “What can I do better?”  Over time, people trusted the sincerity of the question and told him.  And to his credit, he followed through. I always thought that was exemplary, even if not visionary.  He was visionary too in the way he crafted the future through that level of trust.  He knew he alone would not succeed. If you can handle one more anecdote, try this:  “The light bulb was not the result of the continuous improvement of the candle.”  Visionaries like Thomas Edison were able to see further down the road and around a few more turns than mere mortals like me.  A few other names to illustrate the point:  Bill Gates.  Steve Jobs.  Not necessarily the easiest people to work for but visionaries for sure. I wish I had a formula for finding such people and developing their vision.  Maybe that’s what investment bankers do.  But I do know that they cannot execute on their vision by themselves.  They need to enlist others in the cause and turn Vision into Values.  They need to be able to communicate the vision and enlist the vigor of others.  They have to be able to translate the vision across cultures and around the globe.  Top-down works for a while.  So does bullying.  As I have written in other articles in this series, it’s the difference between “Do it right now!” and “Do it right, now!”  That pesky comma makes all the difference.  Shared vision and values are better over the long haul. Think about the visionary leaders in your organization.  What stands out when you think about their skill sets?  What do they do to enlist others in the cause?  How do they succeed and how then does your organization succeed? Please share your experience with the rest of us.  That’s what all of these articles are about.  

            THE EMOLUMENTS CLAUSE(S) AND PRESIDENT DONALD J. TRUMP Copyright © 2018 By Barney Rosenberg President, Ethics Line, LLC United States Federal District Judge Peter J. Messitte and I have been friends for more than 50 years. We served as Peace Corps volunteers together in Brazil in the 1960s, became law partners upon our return to the States, and have been the closest of friends ever since. I am delighted to have an opportunity to discuss the landmark case that he recently decided relative to possible corruption on the part of U.S. President Donald J. Trump. One Clause of the U.S. Constitution, the Foreign Emoluments Clause, provides that no person holding an office of profit or trust under the United States shall receive any present, emolument, office or title of any kind whatsoever from a foreign government, unless Congress approves. The Domestic Emoluments Clause, which refers to the federal and state (not foreign) governments, says specifically that the President’s salary shall not be increased by an emolument. Until the 52-page Opinion of Judge Messitte was written just a few weeks ago, neither of those Clauses had been interpreted by a Federal Court. It is well known that Donald Trump, a billionaire, has a far-flung business empire of hotels, restaurants, meeting spaces, and on and on, throughout the world. One of his prized properties is the Trump International Hotel in Washington, D.C. which, during the short time of its existence, has brought in millions of dollars in revenue.  Even before President Trump took office, many commentators were citing his likely violation of the Foreign Emoluments Clause by reason of ownership of these facilities, many of which specifically cater to patronage by foreign governments. Eventually the Attorneys General of the State of Maryland and the District of Columbia decided that the hotel and event space facilities in their jurisdictions were being unfairly disadvantaged by the glittery Trump International Hotel in the District of Columbia, so they undertook to file a lawsuit against the President based on the Emoluments Clauses. The President’s attorneys argued that the Clauses have no application to him because he is giving a service through his hotel and only getting fair payment in return.  The Attorneys General, in contrast, argued that the word “emolument” in both Clauses referred not just to payments in addition to the President’s salary; it included any “profit,” “gain” or “advantage” that he might receive from a foreign, the federal, or state government, regardless of whether it was in connection with his office as President.  The Plaintiffs pointed to the fact that a number of foreign governments had made statements to the press that they were staying in the Trump International Hotel expressly in order to curry favor with the President. The matter first came before Judge Messitte, who has been a Federal Trial Judge for 25 years (for 8 years before that a State Court Trial Judge), to decide whether the State of Maryland and the District of Columbia had “standing,” to pursue the claim. In an earlier Opinion, the Judge decided that they did. The issue then became, what did the word “emolument” mean? Very few Americans have ever used the word “emolument” in a sentence until now, and most have no idea what it means.  As a true scholar, Judge Messitte enlightened us all.  The Plaintiffs mustered a mountain of historical evidence including studies of hundreds of dictionaries from the 17th, 18th and 19th centuries that defined the word “emolument” as any “profit,” “gain” or “advantage.”  Only a few dictionaries of the same period tied the term directly to employment.  And there were numerous other uses of the term by Founding Fathers, legal scholars, and others of the period (e.g. Adam Smith), that were fully in accord with the Plaintiffs’ view.  The case was vigorously argued by both the Plaintiffs and the President’s attorneys. Six weeks after hearing oral argument from the attorneys, Judge Messitte issued his 52-page Opinion, adopting the Plaintiffs’ view. The word “emolument,” he concluded, means essentially any “profit, gain or advantage” so that, insofar as the President might be receiving revenues from foreign governments through the Trump International Hotel, Plaintiffs had stated viable claims of violation of the Foreign Emoluments Clause and, insofar as the President might be receiving revenues from State governments staying at the hotel, they had stated a viable claim of violation of the Domestic Emoluments Clause as well. The ruling was immediately hailed as historic and almost universally praised in the national press and other media. Undoubtedly titanic battles lie ahead. What will the defense of the President be?  Will he attempt to delay the proceedings by filing an emergency interlocutory appeal?  What kind of inquiry (i.e. discovery) will the Plaintiffs be allowed into the financial affairs of the President?  He has been notoriously resistant to disclosing any private financial information, including his tax returns.  Until President Trump, this sort of information had been invariably provided by all Presidents. These and other questions besides these remain. But it is fair to say that, since Judge Messitte’s ruling, the door has been opened to exploration of possible inappropriate financial activity on the part of the President who, we are reminded, as President Nixon was to learn the during Watergate scandal of the early 1970's, is clearly Not Above The Law.  

                Copyright © 2018 by Barney Rosenberg President, Ethics Line, LLC™ barney@ethicslinellc.com Leadership can be an elusive concept.  Some leaders sit atop a power pyramid of sorts and rule by decree.  Once, on a trip to Paris with my middle daughter, who was 10 years old at the time, we found ourselves in the Tuileries Garden, not far from the Louvre Museum.  It was originally built for Catherine de Medici in the year 1564.  Later, it was home to King Louis XVI of France and his wife, Marie Antoinette, she of “let them eat cake” fame.  And yes, the French Revolution. In the garden today is a headless statue of a woman, identified as Marie Antoinette.  I tried explaining to my daughter that Marie Antoinette had been married to the King of France when the royal family ended up headless, for real, and the revolution ended all that monarchy business.  She asked in her innocent way, “How do you become a king?”  My immediate response was “Well, you kill more people than anyone else and that you claim that you did it in the name of God.” In business, we hope that our leaders don’t emerge from that kind of “selection” process but some do leave a path of destruction to get to the top! Other leaders rise through the ranks of an organization, starting at the bottom in entry level jobs and proving their ability at every step along the way…or rung on the ladder.  They know the organization better than anyone else. And then there are the recruiters or executive search firms.  They are often hired by the Board of Directors to bring new blood and fresh ideas to organizations that need it.  The old ways and personnel no longer serve the needs of an organization in a changing business environment.  Sometimes (most of the time?) these new leaders lop off the heads (figuratively of course) of the old guard and bring in a new team (often of their trusted friends).  I know of one executive who was promoted to the CEO job in a company where she had worked for years.  She proceeded to get rid of everyone senior who had known her in a lesser role!  Hail to the queen! The best leaders are different.  They inspire and encourage.  They invite others to give their best.  I once worked with such a leader.  He famously held an all hands meeting where he asked in all sincerity, “What can I do better?”  Stunned silence in the room until people realized he actually was asking for their opinion and advice.  He said once when presented with the choice between good news and bad news, “Give me the bad news.  Let’s solve our problems first.  There will be plenty of time to celebrate later.”  I took that approach to heart in my career and have tried to follow his guidance. In the military, it is said that people salute the uniform.  Until, that is, genuine respect is earned.  Then they salute the person! How does that happen?  I will surely get the attribution wrong so I won’t try, just know that what I am about to write is not original and others deserve the credit.  I am just passing it along! There is a concept called MBWA.  It stands for Management By Walking Around.  The idea is that leaders can really only know what’s happening in their organization by getting up from their desks, getting out of their offices, and engaging with people where those people are getting the job done.  I like it. I also have defined MBWA as Management By Walking Away.  The concept is that you hire capable, good, qualified people and let them do their jobs.  I like this even better.  It improves even further when leaders take the time to say “Good job!” and “Thank you!” A final thought about leadership.  More business leaders need to earn the salute rather than demand it.