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Journal Articles

Notre Dame Law School

Corporate law

2017

Discipline

Articles 1 - 2 of 2

Full-Text Articles in Law

Empowering Courts In Corporate Law, Julian Velasco Jan 2017

Empowering Courts In Corporate Law, Julian Velasco

Journal Articles

Corporate law recognizes the twin duties of care and loyalty, but treats the two very differently. Cases involving the duty of care receive very deferential review under the business judgment rule, if any at all, in light of exculpation provisions in corporate charters, while cases involving the duty of loyalty receive more demanding review under the entire fairness test. A fiduciary has the duty to act in the interests of the beneficiary in all relevant respects." In other words, both care and loyalty, as well as any other fiduciary duties that exist, are all merely aspects of the one overarching …


Coordinating Compliance Incentives, Veronica Root Jan 2017

Coordinating Compliance Incentives, Veronica Root

Journal Articles

In today’s regulatory environment, a corporation engaged in wrongdoing can be sure of one thing: regulators will point to an ineffective compliance program as a key cause of institutional misconduct. The explosion in the importance of compliance is unsurprising given the emphasis that governmental actors — from the Department of Justice, to the Securities and Exchange Commission, to even the Commerce Department — place on the need for institutions to adopt “effective compliance programs.” The governmental actors that demand effective compliance programs, however, have narrow scopes of authority. DOJ Fraud handles violations of the Foreign Corrupt Practices Act, while the …