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Corporate Governance Failures And The Managerial Duty Of Care, Cheryl L. Wade

St. John's Law Review

(Excerpt)

One of the questions explored in this Article is the potential role of corporate officers in revealing unlawful behavior within the firm. My focus is on officers who are not board members, and who are not themselves involved in conflicts or wrongdoing that may potentially harm the company-corporate officers such as Sherron Watkins. I examine the often-stated proposition that corporate officers owe a fiduciary duty of care.

In addition to suggesting a theoretical approach that distinguishes the managerial standard of care from the duty owed by directors, I offer a practical proposal that creates a relationship between board members …

Vicarious Snitching: Crime, Cooperation, And "Good Corporate Citizenship", Michael A. Simons

St. John's Law Review

(Excerpt)

This Article will examine corporate cooperation and the difficulties it can create for corporate decision-makers. Part I describes the principles of vicarious guilt that give prosecutors the power to demand corporate cooperation. Part II examines how prosecutors exercise their discretion in deciding whether to charge corporations with crimes. In Part III, the Article examines the cooperators. Just as a corporation's guilt is only vicarious, so too its cooperation can be only vicarious. In the end, it is not the corporation that cooperates, but its officers and directors-the men and women who make decisions for the corporation. For these vicarious …