Business Organizations Law Commons^™

The “Corporation Revolution” And The Professional Ethics Of Giving Advice On Executive Protection Issues, Sarah Helene Duggin, Shannon "A.J." Singleton, James D. Wing

Scholarly Articles

In today's law enforcement environment, business entities facing criminal investigations and possible indictment have little practical choice but to cooperate with authorities. Cooperation offers the opportunity to avoid a costly trial and attendant adverse reputational, financial, and morale impacts. Resolution of potential criminal charges, however, almost always requires entities to cooperate with law enforcement efforts to impose criminal liability on individual business executives.

While businesses and their executives once generally perceived their interests as closely aligned, the “Cooperation Revolution” of the last few decades has forced corporate boards and business executives to reassess their individual obligations and risks. In so …

The Mcnulty Memorandum, The Kpmg Decision And Corporate Cooperation: Individual Rights And Legal Ethics, Sarah Helene Duggin

Scholarly Articles

One of the hallmarks of a free society is the ongoing endeavor to find an appropriate balance between governmental power and individual liberties. During the last several years, however, in the corporate legal arena this balance has shifted in a way that profoundly impacts individuals caught up in the web of corporate investigations. Since 1990 the number of federal prosecutions of business entities has risen dramatically' as prosecutors have increasingly utilized corporate "cooperation" strategies to conscript business entities into working with the government against the interests of employees. The most far-reaching of these policies are set forth in the Department …

The Pivotal Role Of The Corporate General Counsel In Promoting Corporate Integrity And Professional Responsibility, Sarah Helene Duggin

Scholarly Articles

Part I of this article begins with an overview of the history of the corporate general counsel position and then outlines formal and informal roles contemporary general counsel play, concluding with a discussion of the importance of a broad vision of the role in fostering corporate integrity and professional ethics. Part II looks at the responsibilities of general counsel in connection withSarbanes-Oxley and the 2003 amendments to the Model Rules of Professional

Conduct.

Part III focuses on two areas that merit careful consideration concerning the role of general counsel in the struggle to promote corporate integrity and professional responsibility. The …

The Impact Of The War Over The Corporate Attorney-Client Privilege On The Business Of American Health Care, Sarah Helene Duggin

Scholarly Articles

The purpose of this article is to review the current dispute over the corporate attorney-client privilege and work product doctrine and to explore its impact on the provision of health care. The article's principal thesis is that a strong attorney-client privilege, along with robust work product protection, is critical to the business of health care, the quality of medical services, and the effective enforcement of federal and state health care laws. Part I begins with a brief account of the origins and scope of the conflict between federal law enforcement policies and the corporate attorney-client privilege and work product doctrine …

Restoring Trust In Corporate Directors: The Disney Standard And The ‘New’ Good Faith, Sarah Helene Duggin, Stephen M. Goldman

Scholarly Articles

The purpose of this Article is to explore the parameters and potential impact of the good faith standard articulated in Disney V and clarified in Stone. Part I begins with a brief review of the historical impact of the tension between entrepreneurial freedom and managerial accountability, and Part II explains why the Disney standard differs significantly from the traditional understanding of good faith as the absence of subjective bad faith. Part III points out that the court's use of the language of bad faith to articulate the new good faith may undercut the effectiveness of the standard. It urges further …

Internal Corporate Investigations: Legal Ethics, Professionalism And The Employee Interview, Sarah Helene Duggin

Scholarly Articles

This article addresses key ethical issues pertaining to the conduct of employee interviews in the course of internal corporate investigations. The discussion focuses on business corporations, but it is equally applicable to other for-profit and not-for-profit organizations." Part II provides background information on developments in organizational criminal liability over the past two decades, the importance of the United States Sentencing Commission's Organizational Sentencing Guidelines, and the concomitant emergence of the internal investigation as an integral part of modern corporate legal practice. Part III examines law enforcement authorities' growing insistence on corporate "cooperation" as a prerequisite to participation in voluntary disclosure …

Disclosure And Corporate Morality: Beginning A Dialogue, David A. Lipton

Scholarly Articles

No abstract provided.

Pinning The Blame & Piercing The Veil In The Mists Of Metaphor: The Supreme Court’S New Standards For The Cercla Liability Of Parent Companies & A Proposal For Legislative Reform, Lucia A. Silecchia

Scholarly Articles

This article tackles the complex question of the liability of parent corporation for the CERCLA misadventures of their subsidiaries. In 1998, the United States Supreme Court tried to resolve this complex question. In many respects, this decision was a significant step in the right direction, and the article begins by analyzing the Court’s opinion. However, the article then identifies three significant questions left open after Best foods. In light of these open questions, the article proposes a legislative proposal to further refine the parent-subsidiary allocation of liability to better serve CERCLA’s broad remedial goals and to clarify the expectations of …