Individual Responsibility in the American Corporate System:



Provisions of the Sarbanes-Oxley Act that attempt to increase the personal responsibility of executives raise a question about the extent to which such responsibility ought to be imposed? This article seeks to answer this question by examining the implications of two approaches: agency theory and transaction costs economics and behavioral law and economics. The main conclusion is that although some responsibility should be placed on both individuals and corporations, the preponderance of responsibility ought to be placed on corporation and their shareholders. This article also examines the responsibility of those parties, such as accountants, attorneys, and bankers, who aid and abet misconduct, and concludes that the protection offered by the courts decision in Central Bank of Denver v. First Interstate Bank of Denver is justified.


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