ABSTRACT The tremendous costs involved in environmental liability and the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) have created concern as to whether corporations will continue to offer...
moreABSTRACT The tremendous costs involved in environmental liability and the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) have created concern as to whether corporations will continue to offer limited liability in regards to environmental hazards. The U.S. Supreme Court held in United States v. Bestfoods that a parent corporation will be liable for the clean-up costs of its subsidiary only where corporate law permits or when the parent operated the offending facility. This Article analyzes Bestfoods and how the decision affects the liability of a shareholder of a closely held corporation. Bestfoods makes clear that corporate law doctrine is still controlling, that CERCLA liability may attach when it is appropriate to pierce the corporate veil, and that a parent corporation may be held liable under CERCLA if the parent participates and controls the polluting activities at the offending cite. In the case of an individually owned corporation, liability may be found when the individual owner participated in the pollution. Additionally, the author argues that liability should be found when a corporate official failed to act and knew, or had a corporate duty to know, of the hazardous activity of its subsidiary. A corporate official should not be allowed to raise a "hear no evil, see no evil" defense. Instead the official's failure to act should be analyzed under either the corporate duty of care or tort law. By holding a corporate official liable when the official knew or show have known of the pollution or effectively controlled the manner in which the facility polluted, the requirements of Bestfoods will be met and active shareholders will not be encouraged to "turn a blind eye toward environmental harms."
The 21st century has been marred by corporate scandal after scandal, including financial fraud, pyramid schemes, international bribery, and decades of sexual harassment. This raises an important question regarding the role of corporate...
moreThe 21st century has been marred by corporate scandal after scandal, including financial fraud, pyramid schemes, international bribery, and decades of sexual harassment. This raises an important question regarding the role of corporate and tort law in controlling the behavior of corporate executives more broadly. It is clear that directors and officers should not be overexposed to tortious liability – doing so would ultimately make them insurers of the firm’s obligations. Yet underexposure creates its own set of problems, including a lack of accountability when directors and officers are not required by law to conduct themselves reasonably. The purpose of this Article is to address how U.S. state courts attribute personal liability in tort to directors and officers in actions by non-shareholder third parties. It does so, in part, by relying on Canadian law as a comparator as well as on Professor Lewis Checchia's admonishment that the law must not "reward unreasonable and un...
As the already vast Chinese economy continues to outpace much of the world, the importance of establishing and promoting cultures of Corporate Social Responsibility (CSR) and active employee voice within businesses that operate in China...
moreAs the already vast Chinese economy continues to outpace much of the world, the importance of establishing and promoting cultures of Corporate Social Responsibility (CSR) and active employee voice within businesses that operate in China is becoming essential; both for sustaining economic growth and promoting the wellbeing of Chinese workers. History shows that the costs of not maintaining a CSR culture can be substantial, on both an economic and social level. By setting forth the economic and social justifications in support of CSR, this chapter aims to motivate businesses to further grow their CSR culture. To this end, this chapter first introduces the topic of CSR and employee voice. It then describes the costs of lacking CSR and voice by examining examples of corporate failures where CSR could have been beneficial. This is followed by a discussion of the barriers to CSR and voice in China. Next, we address whistleblowing laws and practices in China, followed by our conclusions and a discussion of suggestions for stimulating CSR and employee voice culture.
As the already vast Chinese economy continues to outpace much of the world, the importance of establishing and promoting cultures of Corporate Social Responsibility (CSR) and active employee voice within businesses that operate in China...
moreAs the already vast Chinese economy continues to outpace much of the world, the importance of establishing and promoting cultures of Corporate Social Responsibility (CSR) and active employee voice within businesses that operate in China is becoming essential; both for sustaining economic growth and promoting the wellbeing of Chinese workers. History shows that the costs of not maintaining a CSR culture can be substantial, on both an economic and social level. By setting forth the economic and social justifications in support of CSR, this chapter aims to motivate businesses to further grow their CSR culture. To this end, this chapter first introduces the topic of CSR and employee voice. It then describes the costs of lacking CSR and voice by examining examples of corporate failures where CSR could have been beneficial. This is followed by a discussion of the barriers to CSR and voice in China. Next, we address whistleblowing laws and practices in China, followed by our conclusions and a discussion of suggestions for stimulating CSR and employee voice culture.
Social movements like #MeToo have gained public traction like never before. In this Article, we place those developments within their historical context and chart a path forward. First, we provide a history of the prior unsuccessful...
moreSocial movements like #MeToo have gained public traction like never before. In this Article, we place those developments within their historical context and chart a path forward. First, we provide a history of the prior unsuccessful attempts to ratify an Equal Rights Amendment, and we discuss that effort’s current legal status and prospects. Then, we briefly review the history of sexual harassment law. Having outlined this historical context, we move to contemporary developments. We describe actions that state legislatures and local municipalities have taken to address the concerns raised by the #MeToo movement. Finally, we discuss how inflection points can lead to change and we make concrete reform suggestions.
Social movements like #MeToo have gained public traction like never before. In this Article, we place those developments within their historical context and chart a path forward. First, we provide a history of the prior unsuccessful...
moreSocial movements like #MeToo have gained public traction like never before. In this Article, we place those developments within their historical context and chart a path forward. First, we provide a history of the prior unsuccessful attempts to ratify an Equal Rights Amendment, and we discuss that effort’s current legal status and prospects. Then, we briefly review the history of sexual harassment law. Having outlined this historical context, we move to contemporary developments. We describe actions that state legislatures and local municipalities have taken to address the concerns raised by the #MeToo movement. Finally, we discuss how inflection points can lead to change and we make concrete reform suggestions.