Abstract

http://ssrn.com/abstract=2263552
 


 



The Corporate Immune System: Governance from the Inside Out


Omari Scott Simmons


Wake Forest University School of Law

April 29, 2013

University of Illinois Law Review, Forthcoming
Wake Forest Univ. Legal Studies Paper No. 2263552

Abstract:     
The “Corporate Immune System” (CIS) is an outgrowth of an evolutionary trend reflecting firms’ adaptation to challenges including growing corporate complexity, threats to corporate value, and political compromise. Similar to biological immune systems, corporations have adopted a range of internal mechanisms to ward off threats. The CIS performs an internal regulatory function that lowers monitoring costs for government regulators through internal mechanisms such as a monitoring board, compliance and risk management systems, compensation, and an enhanced chief legal officer (CLO) role. It complements external corporate governance strategies: shareholder empowerment, markets, litigation, gatekeepers, and top-­down public regulation. Today’s corporate boards are much more informed, organized, skilled, and accountable than their historical antecedents. Although far from perfect, they continue to evolve and improve. The CIS, recognizing the potential of collaborative inside‐out reforms in the corporate arena is, on balance, a promising development. But this trend also raises concerns that merit further discussion.

Number of Pages in PDF File: 40

Keywords: corporate law, corporate governance, corporations, business, Dodd-Frank, executive compensation, general counsel, compliance, risk, directors, immune system, organization, new governance, operations, Delaware, SEC

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Date posted: May 12, 2013 ; Last revised: June 11, 2013

Suggested Citation

Simmons, Omari Scott, The Corporate Immune System: Governance from the Inside Out (April 29, 2013). University of Illinois Law Review, Forthcoming; Wake Forest Univ. Legal Studies Paper No. 2263552. Available at SSRN: http://ssrn.com/abstract=2263552

Contact Information

Omari Scott Simmons (Contact Author)
Wake Forest University School of Law ( email )
P.O. Box 7206
Winston-Salem, NC 27109
United States
(336) 758-4493 (Phone)

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