Introduction: What is a N/DPA, and What Explains Their Proliferation? Corporate criminal liability has undergone a dramatic transformation in the past few decades.1 Corporate prosecutions are plummeting in numbers, whereas the use of non and deferred prosecution agreements (“N/DPAs”) has increased dramatically in recent years.2 Today, most publicly held firms that are sanctioned for federal…
Tag: corporate governance
Two Years in Review: Are the Commonsense Principles of Corporate Governance 2.0 a Reagent for Success or Just Feel-Good Platitudes?
Just over two years ago, twenty-three prominent executives representing some of America’s largest corporations and investment firms, including J.P. Morgan, Berkshire-Hathaway, and IBM, published and endorsed the Commonsense Principles of Corporate Governance 2.0. The 2.0 Principles were drafted to serve as a “basic framework for sound, long-term-oriented governance” that were flexible enough to accommodate the…
Citi, Jane Fraser, and Efforts at Greater Gender Diversity in American Corporate Leadership
In September 2020, Citigroup announced that it had selected Jane Fraser to succeed Michael Corbat as the megabank’s CEO.1 Ms. Fraser, the first woman to lead a major U.S. bank, is a Harvard Business School graduate and former McKinsey & Company partner who has held leadership roles in Citi’s client strategy, strategy and M&A, private…
The Power of Corporate Social Responsibility Proposals
Alphabet, Inc., the parent corporation of Google and its affiliated companies, recently held its annual shareholder meeting.1 Among the list of items that were voted on were twelve shareholder proposals.2 Some of these concerned important issues in corporate governance, including sexual harassment in the workplace and inequitable working conditions.3 These proposals, known as corporate social…
Being “Green” is Not Always a Good Thing: Examining the Legality of CSR-based Executive Compensation Metrics
On August 19, 2019, the Business Roundtable1 released its “Statement on the Purpose of a Corporation.”2 This statement broadly articulates that a corporation’s purpose is to serve the interests of (1) its customers; (2) its employees; (3) its suppliers; (4) its communities, and (5) its shareholders.3 The statement concludes, “Each of our stakeholders is essential….