Ensuring Corporate Misconduct

Ensuring Corporate Misconduct
Author: Tom Baker
Publisher: University of Chicago Press
Total Pages: 295
Release: 2011-01-15
Genre: Law
ISBN: 0226035077

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Shareholder litigation and class action suits play a key role in protecting investors and regulating big businesses. But Directors and Officers liability insurance shields corporations and their managers from the financial consequences of many illegal acts, as evidenced by the recent Enron scandal and many of last year’s corporate financial meltdowns. Ensuring Corporate Misconduct demonstrates for the first time how corporations use insurance to avoid responsibility for corporate misconduct, dangerously undermining the impact of securities laws. As Tom Baker and Sean J. Griffith demonstrate, this need not be the case. Opening up the formerly closed world of corporate insurance, the authors interviewed people from every part of the industry in order to show the different instances where insurance companies could step in and play a constructive role in strengthening corporate governance—yet currently do not. Ensuring Corporate Misconduct concludes with a set of readily implementable reforms that could significantly rehabilitate the system.

Some Thoughts on the Porous Boundary Between Ordinary and Extraordinary Corporate Fraud (Book Review of Ensuring Corporate Misconduct by Tom Baker and Sean J. Griffith, 2010).

Some Thoughts on the Porous Boundary Between Ordinary and Extraordinary Corporate Fraud (Book Review of Ensuring Corporate Misconduct by Tom Baker and Sean J. Griffith, 2010).
Author: Miriam H. Baer
Publisher:
Total Pages: 30
Release: 2013
Genre:
ISBN:

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This is a book review of Tom Baker and Sean Griffith's 'Ensuring Corporate Misconduct'. Their book provides an exhaustive and illuminating analysis of how corporations contract for director and officer (D&O) liability insurance. Based on extensive interviews with insurance carriers and corporate risk officers, Baker and Griffith conclude that D&O liability insurance has created a moral hazard within the public corporation. Managers, who have incentives to take advantage of shareholders, are inadequately deterred by civil liability for securities fraud because D&O insurance effective shields them from any payout. Accordingly, Baker and Griffith argue for reforms that would reduce this moral hazard. Baker and Griffith's arguments are persuasive and should make any reader think twice about the value of D&O insurance. Their critique, however, seems to make light of the fact that corporate fraud can trigger criminal investigations, and ultimately criminal penalties for individuals who engage in or conspire to commit fraud. Although the authors agree that D&O insurance provides no protection against criminal penalties and investigations, they nevertheless presume that much of the conduct that gives rise to civil securities fraud litigation (so-called “ordinary fraud”) is unlikely to trigger criminal and public enforcement proceedings. This Review questions whether there in fact exists such a distinct boundary between “ordinary” and “extraordinary” corporate frauds. To the contrary, one would expect the rational corporate officer to be wary that any fraud case might trigger an investigation by public enforcers. If that is the case, then the porous boundary between criminal and civil fraud may lessen Baker and Griffith's rightful concerns about moral hazard. With these thoughts in mind, the Review then addresses several of Baker and Griffith's proposed reforms.

Corporate Misconduct

Corporate Misconduct
Author: Margaret P. Spencer
Publisher: Praeger
Total Pages: 240
Release: 1995-03-21
Genre: Business & Economics
ISBN:

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An in-depth discussion and analysis of corporate misconduct and its complexities. Volume editors and their contributors explore the legal, societal, and business ramifications; offer a wide range of real-world and theoretical examples and the lessons they teach; and provide practical recommendations to management for countering misconduct in their own organizations. The book is also a valuable resource for teachers and students of business ethics, management, and business-government relations.

Competing Normative Frameworks and the Limits of Deterrence Theory

Competing Normative Frameworks and the Limits of Deterrence Theory
Author: Jodi L. Short
Publisher:
Total Pages: 20
Release: 2014
Genre:
ISBN:

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This essay reviews the contributions to deterrence theory that Tom Baker and Sean Griffith make in Ensuring Corporate Misconduct (2010) and argues that their work highlights the limits of deterrence theory for shaping corporate conduct. Baker and Griffith extend the deterrence framework to account for the mediating effect of third-party institutions, like insurers, on deterrence calculations, and they suggest how corporate governance decisions, such as what type of insurance coverage to purchase, encode signals about corporations' compliance motivations and capacity. Although these insights might prove useful for enhancing the efficacy of deterrence regimes aimed at white-collar crime and other types of corporate misconduct, they suggest the difficulty of shaping corporate conduct that is influenced not only by the norms embodied in securities law, but also by the alternative normative system of shareholder value maximization. I discuss the failure of deterrence theory to address adequately noncompliant behavior that springs not solely from material self-interest, but from adherence to an alternative set of norms, and I explore the possibility of viewing corporate compliance as a norm-change project.

Dirty Business

Dirty Business
Author: Maurice Punch
Publisher: SAGE
Total Pages: 318
Release: 1996-12-23
Genre: Business & Economics
ISBN: 9780803976047

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Drawing on both theory and major case studies, this book provides a much-needed sociological and comparative analysis of the world of the manager in the context of misconduct within business organizations. Organizational misbehaviour and crime have been relatively neglected in the social sciences, particularly in business studies. Analyses have tended to be fragmentary, overly slanted towards narrow external views - such as those of legal control and public policy - and predominantly North American. Dirty Business rectifies this by offering a broad sociological perspective related to work, organizations and management, supported by a range of key international case studies. In developing his arguments, Maurice Punch

Rotten

Rotten
Author: Marc J. Epstein
Publisher:
Total Pages:
Release: 2020-10-19
Genre:
ISBN: 9781735336107

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Corporate Misconduct

Corporate Misconduct
Author:
Publisher:
Total Pages: 511
Release: 1997
Genre: Corporation law
ISBN:

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Seminar in Corporate Misconduct

Seminar in Corporate Misconduct
Author: John C. Coffee
Publisher:
Total Pages: 2117
Release: 1983
Genre: Corporations
ISBN:

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Deterring Corporate Misconduct

Deterring Corporate Misconduct
Author: Duke University. School of Law
Publisher:
Total Pages:
Release: 1997*
Genre: Corporation law
ISBN:

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