Effective Compliance with Antidiscrimination Law: Corporate Personhood, Purpose and Social Responsibility

Abstract

I begin the essay with an examination of the overlap between corporate governance and corporate social responsibility. After doing so, I explore the notions of corporate personhood and purpose in order to suggest ways to make compliance programs less cosmetic and defensive and more meaningful and effective. I conclude that the decision making that is inherent in corporate governance is an important factor in the corporate social responsibility equation. There is a gap that separates the fulfillment of fiduciary duties (including the installation and upkeep of a compliance program) and best practices. Companies and their managers can win litigation, or perhaps even avoid litigation that alleges fiduciary duty breach by doing the bare minimum. But what can inspire them to adhere to best practices, particularly when it comes to installing and maintaining an effective compliance program? My answer to this question in this essay requires an exploration of how corporate governance and corporate social responsibility are not clearly separate, and an examination of corporate personhood and purpose that may inspire businesses to adhere to best practices.