kaal:claim:2317580-035

Courts assume that the boards of companies that executed a CIA have more knowledge and can exercise more control, and therefore hold those directors to a heightened fiduciary duty, rejecting directors' claims of ignorance because executing a CIA or a CIA like agreement means directors do know or should know about the noncompliance.

To summarize, courts assume that the boards of companies that executed a CIA have more knowledge and can exercise more control and should thus act with a heightened fiduciary duty. Directors are held to a higher standard if the company executed a CIA.

Wulf A. Kaal, Elizabeth R. Malay, The Role of Corporate Integrity Agreements in the Expansion of Fiduciary Duties (2013), IV.2 Delineating the Role of CIAs in Fiduciary Duties, p. 18
https://ssrn.com/abstract=2317580 · source PDF

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

• companies that executed a CIA or a comparable agreement such as a voluntary compliance plan

mechanismsupport: arguedcitation-and-knowledgecorporate-governancelaw-and-legal-systemscompliance

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