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Directors' Duties and Corporate Anti-Corruption Compliance
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Directors' Duties and Corporate Anti-Corruption Compliance

The 'Good Steward' in US and UK Law and Practice

9781786436511 Edward Elgar Publishing
Patrick J. O’Malley, Assistant Professor, International Business Law Programme and International Relations Degree Programme, Facultad de Derecho, Universidad de Navarra, Spain
Publication Date: 2021 ISBN: 978 1 78643 651 1 Extent: 336 pp
This discerning book examines good governance developments concerning anti-bribery efforts in the US and the UK, recognising that with each new major case of corporate malfeasance the parameters of directors’ duties change and expand. Taking this expansion of roles and expectations into account, and acknowledging the respective increase in exposure to civil, criminal and reputational liabilities, Patrick J. O’Malley compares the fundamental national compliance experiences of the US and UK. Investigating anti-bribery, corporate and securities law and guidance, this engaging book explores systemic expectations of directors, executive officers and compliance personnel in public and private companies.

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Contents
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This discerning book examines good governance developments in the US and the UK, with a focus on anti-bribery efforts, recognising that with each new major case of corporate malfeasance the parameters of directors’ duties change and expand. Taking this expansion of roles and expectations into account, and acknowledging the respective increase in exposure to civil, criminal and reputational liabilities, Patrick J. O’Malley compares the fundamental national compliance experiences of the US and UK.

Investigating anti-bribery, corporate and securities law and guidance, this engaging book explores the systemic expectations that directors, executive officers and compliance personnel in public and private companies are subject to, as well as key accountability mechanisms and enforcement actions. Analysing the effectiveness of current law and best practice recommendations, the author’s key finding is that directors need to add value to the business while also upholding higher societal, and ethical, values if they wish to meet today’s ever evolving standards of corporate stewardship.

Highlighting the role of directors and boards as corporate monitors, this thought-provoking book will be a key resource for international lawyers and practitioners working in corporate law and business law, in-house corporate counsel, corporate decision makers within the US, UK and globally, as well as for international investors.
Critical Acclaim
‘Patrick O'Malley's monograph represents a successful effort from the multidisciplinary corporate, criminal and administrative common-law viewpoints, to update and explore the relationships among old and new ways of corruption within the context of the managerial duties of directors and public officers, laying the foundations of a new stage in the theory of social responsibility and stewardship. Pleasant and essential reading for managers and lawyers, even under civil-law jurisdiction contexts.’
– Javier Ibáñez Jiménez, Comillas Pontifical University and Co-Founder of Alastria, Spain

‘This impressive new text deploys both legal and management insights when reviewing the problem of how best to prevent bribery and corruption in business. This monograph, which covers both US and UK perspectives in expert fashion, will appeal to a wide constituency. It is researched to great depth, covers many areas of mainstream Corporate Law in considerable detail and is written in a lucid manner. It is therefore highly commended and is essential reading for those working in the field. Policymakers and scholars will learn much from these insights.’
– David Milman, Lancaster University, UK
Contents
Contents: Preface 1. Introduction: Framing the legal and ethical management problem of rooting out bribery in global business operations, and how the US and UK systems have focused on the role of company directors and officers in doing so 2. Corruption law basics: Applicable US and UK anti-bribery laws – general purview and the demands made on directors and officers as primary top-level corporate decision-makers 3. ‘All ye faithful stewards’: US and UK director/board and officer duties of care, loyalty, good faith, supervision, monitoring, prevention and similar, as regards bribery and corruption compliance under company, securities and other areas of the law 4. ‘Where the rubber meets the road’, and ‘At the coalface’: Private liability and tools of accountability for D&O failures to properly monitor, prevent or remedy corrupt practices in their business enterprises 5. ‘Towards high noon for accountability’: Conclusions, reflections and suggestions Index
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