The Role of Corporate Governance in Curbing Foreign Corrupt Business Practices
Osgoode Hall Law Journal, Vol. 53(1), Forthcoming
54 Pages Posted: 26 Oct 2015 Last revised: 19 Jan 2016
Date Written: October 26, 2015
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: Suggested Citation