This website uses cookies to ensure you have the best experience. Learn more

Duties Of Directors To Expose And React To Management Wrongdoing Us

4860 words - 19 pages

IntroductionIt is late on a Friday afternoon. The Chief Executive Officer, or the General Counsel, of XYZ Corp. receives a telephone call advising that the local FBI, United States Attorney, or Regional Office of the SEC, is investigating serious charges of wrongdoing alleged to have been committed by Ms. A, the Company's Chief Operating Officer and governmental liaison, in connection with a number of government procurements. A search warrant, or an all-inclusive subpoena, has been, or shortly will be, issued for all documents relating to Ms. A and the government contracts she has helped procure. The Company's cooperation is sought.Governmental civil and criminal investigations are a fixture of our corporate landscape. Senior managers and, ultimately, corporate directors have to assess the need to be responsive to various governmental pressures, while at the same time giving true meaning to the presumption of innocence upon which all of us rely. When events of this nature arise, reliance on clichés, unthinking adherence to laudatory principles and guidelines, and a failure to assess the particular situation, can lead many corporations down a path they will soon rue.The current environment imposes a responsibility on companies to ferret out employee misconduct and to deal with any known or suspected instances of misconduct with efficient and decisive measures. What is lacking are prescribed guidelines for directors to whom these difficult questions are referred. This essay seeks to fill that void.The Current Ambient CircumstancesAt a minimum, at least five specific factors should influence how corporations, and their officers and directors, respond to indications of possible illegality on the part of one or more senior employees of the Company.·First, the Doctrine of Accountability suggests that officers and directors aware of potentially illegal conduct by senior employees may be liable for any recurrence of similar misconduct, and may have an obligation to halt and cure any continuing effects of the initial misconduct. In two cases - In re Gutfreund1 and In re Cooper Companies2 - the SEC publicly criticized corporate officers and directors for failing to take measures that precluded misconduct from recurring (even though, in the latter case, the directors were not certain any misconduct occurred).·Second, the Corporate Sentencing Guidelines provide stiff penalties for corporations that fail to take voluntary action to redress apparent misconduct by senior employees.3 Since corporations can only act through individuals, the violation of any law by any corporate officer or senior employee immediately creates the possibility that criminal action can be brought against the corporation itself.4·Third, most prosecutors will give - or at least say they will give - special consideration to companies that take effective action in the face of suspected wrongdoing by senior employees, officers or directors.5 While leniency, as...

Find Another Essay On Duties of Directors to Expose and React to Management Wrongdoing - US

Title - Personal Insight Paper for Oragnizational Leadership, how as working adults we react in groups, commitees, and board of directors

948 words - 4 pages role. I gladly accepted my new responsibilities and carefully examined all expenses and income. I asked accounting to compare my database entries with their postings. My numbers had to be consistent with what our CFO would report to the board of directors. I took my new role very seriously, accomplished my goals, and delegated responsibility to appropriate staff. The new role I played came easily, not only because Ihave done it before, but

Corportation Law - shareholders rights, Breach of directors duties, Liabilities

2130 words - 9 pages authority in support of your discussion. Discuss the liability of Stumborg and Anderson. Director's duties arise under the common law and under the corporations Act. In general for a shareholder, employee or a creditor to have any legal rights of action would depend on the conduct of the directors. They may be negligent or may act for some improper purpose. Common Directors - Stumborg and Anderson are directors of Thomas Ltd

Corportation Law - shareholders rights, Breach of directors duties, Liabilities

2130 words - 9 pages authority in support of your discussion. Discuss the liability of Stumborg and Anderson. Director's duties arise under the common law and under the corporations Act. In general for a shareholder, employee or a creditor to have any legal rights of action would depend on the conduct of the directors. They may be negligent or may act for some improper purpose. Common Directors - Stumborg and Anderson are directors of Thomas Ltd

Use of Media to Expose the Dangers of Genetically Modified Organisms (GMOs)

2181 words - 9 pages foods. They throw in examples of experiments used on rats to express the dangers of GM foods along with opinions of other scientists. In the second part of the documentary it focuses more on the opinions of the scientists and the control of biotechnology has on them. For instance those that speak out against GM foods have found harsh consequences and in worse cases even lost their jobs because of it. This expose of the hidden dangers of GMO’s

Book Review On How Reader Is Positioned To React, Colonial Relationships Within The Text, And Realism Of The Text

1495 words - 6 pages Discuss the information that is provided about the Indigenous culture in the first few chapters. For example, their cultural way of living (lifestyle), impact of white settlers (colonisers) on their lifestyle.The amount of information given in the first few chapters about the aboriginal lifestyle and way of living is quite large. As the author herself is aboriginal, she has probably put in quite a bit of information as it gives background to the

The US Ocean Commission's Proposed Recommendations To Address the Health and Management of Our Oceans

1848 words - 7 pages In 2004 The US Ocean Commission proposed several critical recommendations to address the health and management of our oceans. These recommendations range from better organization of current management offices to education of the public on issues pertaining to oceans and coastal areas. The importance of healthy oceans, waterways, and coastal areas cannot be denied. As humans we rely on these areas for food, fuel, materials for various products

How America Should React To Ho

2099 words - 8 pages How America should react to homosexuals Many experts agree that homosexuality has existed as long as human beings themselves, although the attitude towards them has undergone dramatic changes in some countries. Accepted by many societies during Greek and Roman era, most of the time homosexuals were considered to be sinners against nature and even criminals. In Medieval and modern periods homosexuals were prosecuted. Enlightenment brought

How Did People React To Nazism?

989 words - 4 pages 1. Why is it difficult to really know how popular Hitler and the Nazis were among the German People? Briefing 6, “How Did People React to Nazism”, clearly highlights the discrepancies between German people’s interpretations of Nazism and Hitler in the 1930s and after 1945, which demonstrates the uncertainty of Hitler’s true popularity. Initially in the 1930s, German citizens were unable to “express decent” and were coerced into passive

Opposition to Leakers - Government Whistleblowers Expose Classified Information

936 words - 4 pages secrets and should be protected from prosecution. In this climate of deteriorating government transparency, whistleblowers expose corruption to the public which may otherwise never come to light. In recent history, whistleblowers have been vital in revealing government corruption. In one of the first large scale leaks, “the whistleblower Daniel Ellsberg leaked US government files known as the Pentagon Papers, which showed that the invasion of Vietnam

how do the Montagues and Capulets react to loss in Romeo and Juliet?

883 words - 4 pages Throughout Romeo and Juliet loss is abound, making the text relatable for modern and contemporary audiences. Loss is an ineluctable part of human life allowing audiences from any era to be able to sympathise with the characters and connect with them. Many people share the view that lord Capulet cared little for his daughter, not unusual In Elizabethan times, but I feel there is much evidence to the contrary, lord Capulet, loved his "only child

Compare and discuss how different characters react to being imprisoned in "Little Dorrit "by Charles Dickens

992 words - 4 pages The first person who I am going to discuss will be William Dorrit. He has been held within the walls of the Marshalsea prison for over 20 years and has gained the reputation as being 'the father of the Marshalsea' of which he is proud. This is because he seems to be clinging on to any sort of reputation which may fulfil his continuous charade of elevated class and rank. He tries his hardest to be of importance and stature within the Marshalsea

Similar Essays

Duties Of Directors And Shareholders In A Singapore Company

602 words - 3 pages Difference between Directors and Shareholders Directors: One of the main requirements to register a Singapore Private Limited Company is that to have at least one Singapore resident director. This means that the person have to be a Singapore citizen, Singapore Permanent resident or Entrepreneur Pass holder. Duties of directors fall under two broad categories: 1. Statutory duties of care, skill and diligence, and 2. General Law duties or

Advertising And Ways To Expose New Products

1359 words - 6 pages Introduction: In these days advertising has a variety of ways to expose any new product . Such as T.V commercials , street ads , radio , websites , newspapers , and so on .. . But , with the advance of advertising , people tend to be superficial or unaware about what being exposed to them . However , that is not people mistake because some companies conceal their backwards when

Tax Law Assignment 2, Looking At Directors Duties And Income Tax Provisions University Of Melbourne Essay

2066 words - 9 pages entity must be carrying on an enterprise, and subsequently be required to register. Thus, under section 9-20 by Norah providing yoga services, health related products and a small café, her business constitutes a for-profit enterprise for tax purposes. The registration threshold in s23-15 dictates that Norah must register for GST when her annual turnover exceeds the turnover threshold of $75 000. Norah’s annual expected turnover from specially her

Board Of Directors' Role In The Us And Uk

1637 words - 7 pages general responsibilities of the board of directors, in the US and the UK, they are very broad and can be interpreted differently, especially when taking into account the different laws, regulations, and cultural traditions these countries have. One of these differences is in the interpretation of the duties that the board of directors has to act in the best interest of the company. In the US this is pretty cut and dry that the board of