Academic journal article Journal of Corporation Law

Corporate Stewardship

Academic journal article Journal of Corporation Law

Corporate Stewardship

Article excerpt

I. INTRODUCTION                                                   440 II. CORPORATE WRONGDOING                                          444       A. The Persistence of Suboptimal Compliance                 444       B. Sanctioning Wrongs                                       448           1. Sanctioning Things                                   448           2. Third-Party Sanctions                                451              a. Collective Sanctions                              451              b. Surety                                            452              c. Liability for Complicity                          454           3. Third-Party Sanctions Against Corporate Wrongdoing   455              a. Responsible Corporate Officer Doctrine            456              b. Responsible Party Liability                       457              c. Sarbanes-Oxley and Gatekeeper Liability           459 III. THE STEWARDSHIP PROPOSAL                                     461       A. The Basic Model                                          461           1. The Obligation to Report Out                         464           2. Why Stewards Must Be Individuals                     466           3. Consenting to Liability                              468           4. When to Appoint Stewards                             469       B. Liability of the Steward                                 470           1. Direct Liability                                     471           2. Liability for Corporate Wrongs                       472              a. Term of Liability                                 473              b. Criminal Liability for Stewards                   474       C. Ambassadorial Duties                                     474       D. Who Would Want This Job?                                 475 IV. IMPLEMENTING STEWARDSHIP                                      476       A. Easier Cases                                             476           1. OSHA                                                 476           2. Mortgage Servicing                                   477       B. Harder Cases                                             479           1. Oil                                                  479           2. Money Laundering                                     481       C. Where Stewardship Will Fail                              482           1. False Stewards                                       482           2. Weak Stewards                                        484           3. Weak Enforcement                                     485 V. FURTHER IMPLICATIONS                                           485       A. The Steward as Object of Punishment                      486       B. Facilitating De-Regulation                               488       C. Stewardship Beyond the Corporation                       489           1. The Military                                         489           2. Fraternities                                         490           3. Child Protective Services                            491 VI. CONCLUSION                                                    492 

I. INTRODUCTION

To secure the loyalty of remote states under his reign, Charlemagne collected sons. (1) These sons became obsides, hostages, given as surety of their parents' loyalty. Charlemagne often requested the noblest sons, (2) but sometimes agreed to take hostages from the populus. (3) The job of these obsides was to convince their communities to remain loyal, and to suffer the consequences if their communities failed to do so. From Genesis (4) to antiquity (5) until the practice's eventual decline in the later Middle Ages, (6) the exchange of hostages remained an essential form of guaranty when the legal and political systems otherwise proved incapable of enforcement. (7) Sometimes hostages guaranteed a specific transaction, such as the payment of ransom, but often they were meant to be permanent guarantors of "good behavior. …

Search by... Author
Show... All Results Primary Sources Peer-reviewed

Oops!

An unknown error has occurred. Please click the button below to reload the page. If the problem persists, please try again in a little while.