REVIEW: A Code of Conduct for Business
Yakov Yellin, A Code of Conduct for Business Consistent with Jewish Law and Tradition: Background, History, Theory and Practice (Shikey Press, 2022), 330 pages.
Yakov Yellin’s recent book, A Code of Conduct for Business Consistent with Jewish Law and Tradition, is an ambitious work which succeeds to an impressive degree in realizing its goals.
The work is ambitious first of all because composing a code of business conduct is a challenging task no matter what particular value system stands behind it. In order to be successful, a code must generally represent a firm’s corporate culture, legal and procedural expectations from employees, and its values and ethical commitments to stakeholders. An effective code requires an immense investment in organizational retrospection, and careful consideration of the code’s impact. As a result, detailed codes tend to be found only in the largest firms.
Yellin’s objective is even more ambitious because the topic of codes of conduct for Torah organizations is one that is little studied. He affirms the need “to analyze the application of individual Jewish ethics in the context of larger institutions characteristic of the modern business structure” (x). I agree that this is an acute need, one which the author is in a unique position to both assess and fill.
My own modest involvement in this area really brought this insight home for me. Several years ago I was asked by the Rabbinical Council of America to lead a task force of RCA members to try and compose a model code of conduct for a kashrut organization. The task force’s job was comparatively circumscribed; the code was only meant to be a template, a kind of statement of best practices that we would encourage individual organizations to adapt and adopt. And the task force had an entire team, which included experts in kashrut and kosher supervision, in the finer points of the food industry, and of course leading authorities in Jewish law and ethics. Even so, we found the task quite daunting. What exactly does the halakha require? When should the code go beyond the letter of the law? When, on the contrary, is it prudent to limit the extent to which the organization seeks to police the halakhic conduct of its employees? We found that we had little precedent to guide us in our task. R. Yellin’s participation in the task force made a great contribution, but the underlying principles remained perplexing.
The author has very impressive credentials for the task he set for himself: On the professional level, Yellin was the Chief Compliance Officer for The Walt Disney Corporation. CCO is a very senior position that reports directly to the CEO, and Disney is one of the world’s largest corporations. These individuals generally require an extremely high level of management experience and legal expertise, alongside an established reputation in their industry for personal integrity.
Yellin’s rabbinic scholarship is testified to by his ordination from Rabbi Moshe Feinstein, but above all his scholarship testifies to itself through its erudition and the thorough research evident in the content of the book.
In the Overview, Yellin explains: “Since the foundation of such a Code is inevitably halakhic, I begin by analyzing the nature of halakhah – its basis, sources, purpose, and development” (ix). At one level this is certainly true. A thoughtful code of conduct interacts with its values and objectives in numerous ways. As we pointed out above, it involves basic questions of permissible and forbidden conduct for the individual; questions of unique obligations for the organization; and higher-level questions of the organization’s responsibility for the conduct of its employees. So it is necessary to be familiar with the relevant details of Jewish law; with halakhic principles; and with halakhic and ethical values.
The first chapter tries to explain what halakha is – how observant Jews conceive of halakha as principally the main source of religious norms and obligations. He opens by pointing out that halakha bases its norms on obligations, which contrasts with the rights-based approach more familiar in modern Western thought. He then outlines the main sources of the halakha, and shows that among leading decisors there are noticeable differences in the extent to which formal, objective considerations are dominant, versus the presence of subjective considerations. Here, as throughout the book, Yellin reviews at length the opinions of classical sources as well as contemporary ones. In his fourteen-page discussion contrasting the objective versus subjective understanding of the halakhic system, the foremost exemplar of the first is R. Joseph B. Soloveitchik, while the most eloquent champion of the latter is R. Louis Jacobs.
The second chapter, “Ethical Principles,” includes a remarkably wide spectrum of types of principles. Dinei shamayim and Ta’aromot characterize detailed obligatory laws, not ethical principles, but their application is ethical since such laws cannot be enforced. Mi shapara and darkhei shalom involve detailed laws which are enforced in beit din, but are explained by Hazal as applications of broader ethical principles. Ruah Hakhamim is one of several extra-halakhic principles the author discusses which encourage conduct that is not obligatory at all. Darkhei noam and equity are principles of pesak; they guide a qualified posek in deciding certain doubtful cases, using criteria based explicitly on values and principles. Kiddush Hashem/Hillul Hashem are halakhic principles but they involve, in effect, a legal superstructure outside the usual detailed halakhic system; these two principles in particular have a powerful ethical grounding and sometimes override the halakha as narrowly construed.
Rabbi Dr. Yakov Yellin
Chapter 3 provides a more narrow focus on a small number of halakhic principles which are in general those dominant in deciding legal and ethical dilemmas in the business world: abetting (lifnei iver/mesayeah); misleading (gneivat daat/ona`ah); the appearance of wrongdoing (marit ayin); additional normative context (secular law and custom); fair competition.
Chapter 4 is an omnibus chapter that includes the elements essential to motivating a halakha-based code of conduct but which are not covered in the broad categories of the previous chapters. This includes a discussion of the delicate relationships between ethics, morality and law – both Jewish and secular; the Jewish approach to business and economic activity in general; and attitudes toward business interactions with non-Jews.
While the first two chapters aim to describe the halakhic system in general, the following two chapters do most of the heavy lifting, in the sense that the detailed clauses of Yellin’s code, in most cases, refer back to topics in these two chapters.
The fifth and sixth chapters could be likened to the introduction to Sefer ha-Mitzvot, in which Maimonides explained in detail how he settled on the list of 613 Commandments, and the enumeration of the mitzvot per se. Yellin explains how all the material he collected in the first four chapters needs to be interpreted and applied in order to compose a code of conduct, and then presents the code itself, with detailed footnotes.
It is in the fifth chapter that the book begins to break new ground and to take advantage of the unique abilities of the author. A halakhic code of conduct for a business firm is not at all the same as a codification of the halakhot that the business firm must follow. As we indicated above, some requirements may be better left unsaid; conversely, some kinds of conduct that are not halakhically required may be very important to the ethical and commercial vision of the firm. Here Yellin begins to touch on these aspects, writing for example that beyond promoting compliance, “the adoption and promulgation of the code by a business will send a clear message to all its stakeholders of the expected standards that govern the business relationship” (248).
Ultimately, the book devotes over two hundred pages to a quite general preliminary analysis; only in the fifth and sixth chapters do we find a dedicated discussion of the application of this analysis to a practical code of conduct. This is a reflection of the author’s explicit ambition: to accompany the composition of a halakha-based code from the ground up. Ideally, such a code of conduct includes not only specific directives but also and especially the guiding values of the firm. In order to exemplify how Yellin’s model code is firmly grounded not only in the narrow obligations of the halakha but also in the values – the ethical substructure – there is a need to make a basic enumeration and explanation of those obligations and values.
The book is replete with apt quotes from contemporary works on Jewish ethics and business ethics. As far as I can tell, every such work with which I am familiar is cited, including my own rather popularizing efforts. The list is far too long to include here, so I will just mention three individuals with whose work I am most personally familiar and who privileged me with extensive personal discussions and correspondence: Rabbi Michael Broyde, Dr. Meir Tamari, and above all Rabbi Prof. Aaron Levine.
In retrospect, perhaps it would have been better for the author to devote much more of this work to bringing to bear his unique expertise and experience in the area of corporate business ethics. Yellin’s analysis of the nature of halakha, and of the unique character of Torah obligations in the business world, is without question an impressive contribution to the literature. It compares favorably to any of the many Jewish Business Ethics tomes published in the last few decades, books which Yellin cites and acknowledges with a generous spirit. But the great erudition displayed equally documents the existence of an extensive and mature literature on the superstructure of Jewish law, and on Jewish business law and values in particular.
By contrast, the topic of halakhic codes of conduct is a little-studied area in which Yellin is both a pioneer and certainly one of the most prominent experts in the Torah world, yet only two chapters deal directly with this topic
Given the remarkable scope of the book and its unique contribution, I am hesitant to add my own points of disagreement. But I want to draw attention to two matters. Yellin writes that “if employees became aware that anyone . . . is violating, or intends to violate any law, regulation or company policy that is likely to damage the company—including its reputation—Jewish law requires that the employee disclose that information to the company” (242). My own understanding is that any such disclosure is subject to many reservations. Often it is forbidden, sometimes permissible, and occasionally it is indeed obligatory. Yellin himself gives an accurate and concise summary of these halakhot in the notes to his code (see p. 287).
Another quibble: Yellin’s model code recommends giving employees time off with pay for religious holidays (256), rather than what I believe is the more common practice of accommodating religious needs via personal days. I found this recommendation surprising; to me it does not seem to harmonize with the many leniencies Hazal introduced for working people to ensure that religious obligations are not excessively burdensome to the employer. If Yellin’s book goes to a well-deserved second edition, I would be interested in seeing the rationale for the ideal of the employer subsidizing the employee’s religious practices.
A Code of Conduct for Business Consistent with Jewish Law and Tradition has a unique and worthy ambition: to present the motivation for a halakha-based code of corporate conduct; to explain in some detail the main underpinnings in the halakhic tradition; and then to accompany the reader in giving the underpinnings expression in a detailed code which could serve as a blueprint for halakhically-oriented corporations and businesses. The work is remarkably successful in realizing this ambition. As far as I know, Yellin’s work is the first to present a concise codification of principles which should be foremost in informing stakeholders of the values and commitments of the firm. It further gives a lucid summary of the main elements of Jewish law and values which underly the codification.
At the same time, I hope that the author may find time in the future to write a further work with a narrower focus on considerations unique to codes of conduct per se, a work which will enable him to fully exploit his unique combination of expertise in Jewish business law and ethics on the one hand, and in enterprise codes of conduct on the other.
Asher Meir is an economic policy analyst at the Kohelet Policy Forum. He has written a number of books and articles giving Torah perspectives on modern business conduct.