The positive approach and its follower, the agency theory, have had a great impact upon the line of research in accounting field. Based on the agency theory, “company” includes a set of conventional relations and its aim is maximizing the shareholders’ wealth. Because of different purposes, self-interest, and opportunism,there is constant conflicts of interest between the brokers and agents; meanwhile, the theory of agency is seeking some strategies to minimize the costs of this conflict. In this paper, the principles of the theory of agency are explained and the criticisms directed to this theory are analyzed through ethics perspective. The paper adopts an analytico-descriptive structure and for collecting theoretical principles and materials, documentary and library methods were used. Because of limited and simplistic perspective as well as ignoring the ethical norms and social aspects, the agency theory has a limited capacity to describe and predict human behaviors.