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The Corporate Contract in Changing TimesIs the Law Keeping Up?$
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Steven Davidoff Solomon and Randall Stuart Thomas

Print publication date: 2019

Print ISBN-13: 9780226599403

Published to Chicago Scholarship Online: September 2019

DOI: 10.7208/chicago/9780226599540.001.0001

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International Compliance Regimes

International Compliance Regimes

(p.319) Chapter Fourteen International Compliance Regimes
The Corporate Contract in Changing Times

Stavros Gadinis

University of Chicago Press

For Delaware’s corporate law framework, which entrusts the board with far-reaching decision-making powers, an internationally designed compliance infrastructure represents an important dent in the board’s discretion to structure internal controls as it sees fit. Internationally designed compliance regimes, this chapter argues, erode boards’ authority and strengthen alternative decision makers within the corporation. The chapter proceeds in outlining how internationally designed processes operate to empower compliance officials at the expense of corporate boards. Yet boards often opt in to these regimes to enhance their reputation, gain certain regulatory benefits, or, in some cases, simply because they are required to do so by law. Three case studies support this argument. The chapter then turns to an analysis of anti–money laundering compliance, a discussion on environmental management systems, and an examination of the compliance process for removing copyright-infringing materials from online platforms such as YouTube.

Keywords:   board compliance, Delaware, International Compliance, ISO 14001, WIPO, DMCA

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