Emory Corporate Governance and Accountability Review

Volume 3Issue 3

What Can We Do?

Jonathan D. Karmel | 3 Emory Corp. Governance & Accountability Rev. 107 (2016)

What can be done to better protect American workers? Jonathan Karmel argues that various measures designed to protect American workers are inadequate and proposes solutions to deter safety violations. Karmel discusses some of the failures of the legal and Workers Compensation systems. In his criticism of the Workers Compensation system, Karmel argues that the system is deeply flawed and explains why it requires a national overhaul. He also advocates for enhanced civil penalties and criminal prosecutions to protect American workers and discusses how the civil penalties in OSHA and the possible criminal sentences are inadequate as a meaningful deterrence of safety violations. To illustrate this point, Karmel discusses a high profile case involving an explosion in a West Virginia coal mine that killed 29 workers and led to the subsequent prosecution of the company’s CEO.

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Fiduciary Incongruity: Open Questions Arising from Ascribing Identical Fiduciary Duties to Corporate Directors and Officers

Darren C. Skinner | 3 Emory Corp. Governance & Accountability Rev. 133 (2016)

Should non-director corporate officers owe identical fiduciary duties as the fiduciary duties of directors? Darren C. Skinner discusses the 2009 case of Gantler v. Stephens which held in “a matter of first impression” the fiduciary duties owed by corporate officers are identical to the duties owed by the directors of the corporation. He illustrates how application of this decision can have confounding and disharmonious results and discusses unanswered questions in the application of this decision. The author discusses who qualifies as an officer for the purpose of fiduciary duties, Delaware case law on this issue and he offers a solution for defining which employees of a corporation are employees for the purposes of fiduciary equivalency. He discusses whether directors and officers should have identical “Caremark Duties.” The author also discusses opposing views regarding whether the Business Judgment Rule should protect officers the same way it protects directors.

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