# kaal:claim:2317580-035

**Claim.** 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.

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

**Holds when.**

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

**Source quote.**

> 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.

**From.** 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, page 18

**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

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

**Keywords.** heightened-standard, knowledge-inference, director-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.