# kaal:claim:2317580-027

**Claim.** Boards are consistently held not liable for their companies' illegal marketing efforts even though federal law prohibits off-label marketing, but a board that certifies compliance with a CIA is certifying that the company properly monitors its sales teams' promotional activities, so CIAs contractually expand the applicable legal standard.

**Type.** mechanism  **Support.** argued

**Holds when.**

- off-label marketing cases
- boards subject to CIA certification requirements

**Source quote.**

> However, boards that certify compliance with a CIA are certifying that the company is properly monitoring the promotional activities of its sales teams. Through such certifications, CIAs contractually expand the applicable legal standards for boards.

**From.** Wulf A. Kaal, Elizabeth R. Malay, *The Role of Corporate Integrity Agreements in the Expansion of Fiduciary Duties* (2013), IV.1 Contractual Addendum to Increase Duties, page 15

**Cite as.** Wulf A. Kaal, Elizabeth R. Malay, The Role of Corporate Integrity Agreements in the Expansion of Fiduciary Duties (2013). SSRN: https://ssrn.com/abstract=2317580

**Verify.** sha256 of source PDF `50973e1e820aef47a4e7ffdbdcb513d03f1845643fcf4fa5910e9528a0b7dac2` at https://raw.githubusercontent.com/wulfkaal/Academic-Papers/main/papers/pdf/Kaal%20and%20Malay%20-%202013%20-%20The%20Role%20of%20Corporate%20Integrity%20Agreements%20in%20the%20Expansion%20of%20Fiduciary%20Duties.pdf

**Failure mode.** pre-CIA immunity for boards in illegal marketing cases  (family: board-and-oversight-failure)

**Topics.** economics, corporate-governance, law-and-legal-systems, compliance

**Keywords.** off-label-marketing, certification, board-liability, corporate-integrity-agreements

**Canonical form.** This markdown file is the canonical hashed representation of the claim. Its sha256 is the content hash used for attestation.