The quintessential principal of corporate governance is that the corporation's business should be conducted in order to enhance corporate profit and shareholder gain. Traditionally, corporations have been required to act within the boundaries established by the law and have been permitted to take into account ethical considerations that are reasonably regarded as appropriate for the conduct of the business. Professor Amoroso canvasses the case law and literature addressing the standard of corporate criminal liability and hypothesizes that the recently enacted Chapter Eight of the Federal Sentencing Guidelines will ensure that organizationale thics will assume a more significant role in the conduct of corporate business. Chapter Eight will encourage the establishment of internal ethics mechanisms, will ensure that compliance with ethical codes will no longer be dismissed as irrelevant by the courts, and may encourage a movement away from traditional standards of corporate criminal liability by encouraging firms to actively detect and discourage corporate misconduct.
Henry J. Amoroso, Organizational Ethos and Corporate Criminal Liability, 17 Campbell L. Rev. 47 (1995).