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The Role of Corporate Governance in Curbing Foreign Corrupt Business Practices

Osgoode Hall Law Journal, Vol. 53(1), Forthcoming

Osgoode Legal Studies Research Paper No. 11/2016

54 Pages Posted: 26 Oct 2015 Last revised: 19 Jan 2016

Poonam Puri

York University - Osgoode Law School; Davies Ward Phillips and Vineberg LLP

Andrew Nichol

Date Written: October 26, 2015

Abstract

The role of corporate and securities laws in addressing foreign corrupt business practices has, to date, received limited consideration. Departing from the substantial literature on the criminal and public law response to international corruption, the authors analyze Canada’s Corruption of Foreign Public Officials Act in comparison with British and American legislation and conclude that the Canadian regime relies too heavily on the use of criminal sanctions and fails to contemplate the role of behaviour modification in its legislative structure. Recognizing that multinational corporations are well placed to identify, expose and prevent corrupt business practices, the authors propose a private law based solution that builds upon the existing corporate governance frameworks of multinational corporations to curtail corruption. Corporate law directors’ duties and securities law disclosure requirements provide legislators with complimentary tools to incentivize the development of internal control mechanisms and facilitate civil claims against corrupt companies.

Keywords: Corporate governance, Corporate law, Securities law, Corruption, Risk management, class actions, transnational law

JEL Classification: K00, K22, K23, K42

Suggested Citation

Puri, Poonam and Nichol, Andrew, The Role of Corporate Governance in Curbing Foreign Corrupt Business Practices (October 26, 2015). Osgoode Hall Law Journal, Vol. 53(1), Forthcoming; Osgoode Legal Studies Research Paper No. 11/2016. Available at SSRN: https://ssrn.com/abstract=2680248

Poonam Puri (Contact Author)

York University - Osgoode Law School ( email )

4700 Keele Street
Toronto, Ontario M3J 1P3
Canada

HOME PAGE: http://www.osgoode.yorku.ca/faculty/Puri_Poonam.html

Davies Ward Phillips and Vineberg LLP ( email )

155 Wellington Street West
Toronto, Ontario M5V 3J7
Canada

HOME PAGE: http://https://www.dwpv.com/en/People/Poonam-Puri

No contact information is available for Andrew Nichol

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