So What Now? Three Ethical Frameworks, One Recommendation

 How each ethical framework reads the Kohl's scandal differently, including what each one misses.

I've spent four posts laying out what happened at Kohl's, who's involved, and what people think about it. This last one is about what the company should actually do next, and which ethical framework gives us the most useful lens for thinking about it.

I'm going to apply three frameworks we've studied this semester, explain what each one would recommend, and make the case for why one of them fits this situation better than the others. But I also want to be honest about what each framework misses. None of them is perfect on its own.

But before going to the main content, here is a short educational video on 3 main strands of moral philosophy:

Deontological Ethics (Duty-Based, Kant)

Kantian reading of this case is clean. Buchanan had a duty to disclose conflicts of interest. That duty was spelled out in Kohl's code of ethics. He violated it. From a deontological standpoint, it doesn't matter whether the Incredibrew deal actually hurt Kohl's financially or whether the BCG consulting contract produced good results. The act itself was wrong because it broke a rule that exists for a good reason.

This framework also applies to Kohl's as an organization. If the code of ethics is supposed to mean something, it has to apply to everyone the same way. You can't have a disclosure policy that binds entry-level associates but doesn't effectively bind the CEO. That's not a real policy. That's decoration.

What deontology recommends for Kohl's: mandate annual conflict-of-interest disclosure reviews for all executives and board members, with verification by outside counsel. Require independent audit committee review for any vendor contract above a set dollar threshold. Make sure the code of ethics is enforced uniformly, regardless of title or seniority.

What this framework misses: it's good at identifying what went wrong (duty violated), but it doesn't explain why Buchanan chose to violate it, or how to build an organization where the next CEO won't make the same choice. Deontology focuses on rules. Rules are necessary, but they're not sufficient when the person at the top is willing to ignore them.

Utilitarian Ethics (Consequence-Based, Mill)

A utilitarian approach asks: who was affected, and how? The stakeholder list here is long. About 87,000 employees are dealing with yet another round of leadership instability. Shareholders watched the stock jump on the day of the firing but continue to see long-term decline. Vendors who compete fairly were disadvantaged by a process that favored someone with a personal connection to the CEO. Customers who depend on Kohl's as an affordable shopping option are affected by a company that keeps losing focus.

The utilitarian calculus is clear: Buchanan's actions created harm across virtually every stakeholder group. Even the short-term stock bump doesn't change that. The instability, the distraction from the turnaround plan, and the reputational hit all produce negative outcomes for the people who depend on Kohl's.

What utilitarianism recommends for Kohl's: audit every vendor contract approved during Buchanan's tenure for irregularities. Communicate transparently with employees, investors, and customers about what went wrong and what's changing. Run a CEO search that's open about its criteria and prioritizes stability. Silence might feel safer, but it produces worse outcomes than honesty for the largest number of people.

What this framework misses: utilitarianism can be slippery. If Buchanan's vendor deal had somehow produced great financial results for Kohl's, a strict utilitarian might argue the outcome justified the action. That's a dangerous road. Ethics shouldn't depend entirely on whether you got lucky with the results. Utilitarianism doesn't anchor right and wrong in principle. It anchors them in consequences, and consequences can be hard to predict.

Virtue Ethics (Character-Based, Aristotle)

This is where I land.

Virtue ethics asks a different kind of question. Instead of "what should we do?" it asks "what kind of organization should we be?" The focus isn't on the specific rule Buchanan broke or the specific harm he caused. It's on the character traits that led him to make the choices he made, and the organizational culture that failed to catch it.

Buchanan didn't fail because the policy was unclear. He failed because he lacked the honesty and self-discipline to follow it. He chose personal benefit over his responsibility to the organization, repeatedly, across three employers, for nearly a decade. That's not a compliance problem. That's a character problem.

But the character issue isn't limited to him. Christine Day's resignation letter tells us something important about the board itself. She described a culture where decisions were made behind closed doors, where some directors had more information than others, and where real discussion "rarely" happened (SEC Form 8-K/A, May 9, 2025). That's a board that lacks the virtues of openness, candor, and mutual accountability. And a board without those qualities is a board that's vulnerable to exactly the kind of misconduct Buchanan engaged in.

What virtue ethics recommends for Kohl's: hire leaders whose track records demonstrate integrity in action, not just on a resume. When checking references for the next CEO, ask specifically about ethical conduct, not just performance metrics. Reform the board culture so that dissent is expected, not punished, and so that Christine Day's concerns are engaged with rather than dismissed. Build ethics into how people are promoted, evaluated, and rewarded across the organization. If integrity is only a word on the website and not a factor in how people advance, it doesn't mean anything.

What this framework misses: it's the hardest to implement. "Build a culture of character" is a harder sell to a board than "add a new disclosure policy." It requires sustained investment in leadership development, hiring practices, and organizational culture. It doesn't produce quick wins. But it's the only framework that addresses the root cause.

Why I Think Virtue Ethics Fits Best

All three frameworks are useful, and in practice Kohl's should borrow from each one. Stronger policies (deontological), better stakeholder communication (utilitarian), and character-driven leadership (virtue ethics) are all necessary. I'm not arguing that rules and outcomes don't matter. They do.

But if I have to pick the one framework that gets closest to the root of this problem, it's virtue ethics. Here's why.

Kohl's already had a code of ethics. Buchanan ignored it. The deontological infrastructure was there. It didn't work. Adding more rules on top of the existing rules won't change the outcome if the person at the top doesn't have the character to follow them.

The utilitarian argument for transparency and stakeholder communication is strong, and Kohl's should absolutely do those things. But utilitarianism doesn't tell you how to prevent the next Buchanan. It tells you how to manage the fallout after the fact.

Virtue ethics is the only framework that asks: how do you build an organization where this kind of thing is less likely to happen in the first place? The answer is by hiring people of integrity, building a board culture that values openness, and making ethical behavior something that's rewarded and measured, not just assumed.

This whole case keeps coming back to one gap: the distance between what Kohl's says it values and what its leaders actually do. The company's mission talks about integrity. Its code of ethics requires disclosure. Its CARE framework includes "Accountable." All the right words are there.

But words only matter when people live them. Buchanan didn't. And the governance culture that Christine Day described suggests he's not the only one. Kohl's has an opportunity to close that gap. Whether they take it seriously will say more about the company than any mission statement ever could.

References:

1. Farient Advisors. (2025, May 30). Kohl's caught in controversy: Rapid exits of CEO, board member. https://farient.com/2025/05/30/kohls-controversy-board-member-ceo-exit/
2. ImpACT International. (2025). Kohl's CEO scandal: Ashley Buchanan's ethical lapses. https://impactpolicies.org/news/479/kohls-ceo-scandal-ashley-buchanans-ethical-lapses
3. Kohl's Corporation. (2025). Environmental, social & governance. https://investors.kohls.com/esg/overview/default.aspx
4. Meyersohn, N. (2025, May 2). Kohl's just fired its brand new CEO for unethical behavior. CNN Business. https://www.cnn.com/2025/05/01/business/kohls-ceo-change
5. Safdar, K., & Kapner, S. (2025, May 1). Kohl's CEO was fired over a relationship he hid from employers. The Wall Street Journal.
6. The Protestant Philosopher. (2021b, June 25). What Is Virtue Ethics? | Virtue Ethics vs Utilitarianism vs Deontology [Video]. YouTube. https://www.youtube.com/watch?v=wiVz0Ig7JTc
7. SEC Form 8-K/A. (2025, May 9). Kohl's Corporation. Exhibit 99.5: Christine Day resignation statement draft. https://www.sec.gov/Archives/edgar/data/0000885639/000119312525116699/d917496dex995.htm