own purposes, but for the corporations’ purposes. 79 Arguably, breaches of
supervisory and management duties should not impose personal liability to
the officer or director unless their wrongful actions were intentional or
grossly negligent. 80 Individual corporate actors should be treated differently
in tort law than private persons freely acting on their own accord. 81
Arguments can be made in favor of the responsible-corporate-officer
doctrine. 82 One reason why officers and directors should be punished for the
actions of the corporation is because they are also the same ones rewarded
for the corporation’s actions. 83 If officers and directors can earn multi-million-dollar bonus then they should be able to get hit with fines just the
same. 84 A title alone does not imply the responsibility; instead, liability
should be based on the power the individual had to stop the criminal
conduct. 85 Compared to other officers and directors in typical corporations,
compliance officers often have limited authority: even CCOs with the most
power still report to their CEOs or boards of directors. In most cases, they are
not instilled with the power to fire individuals,86 and there are no giant
bonuses for CCOs when the business is prospering. Therefore, the argument
for corporate officers being held liable for the company’s actions should not
apply to CCOs.
In the rest of this section, individual laws will be explained that
specifically relate to the cases being analyzed.87 The enforcements against
CCOs are all rooted in existing laws that govern financial businesses and
individuals that work in that industry. With a brief understanding of these
laws, the cases will be easier to understand. Once all the laws pertaining to
the cases are explained, the section with case analysis will begin.
79. See Petrin, supra note 74, at 1696–97.
80. Id. at 1711.
82. Amy J. Sepinwall, Responsible Shares and Shared Responsibility: In Defense of
Responsible Corporate Officer Liability, 2014 COLUM. BUS. L. REV. 398 (2014),
83. Id. at 398.
87. The information found in the subsequent paragraphs is too complex for a complete
discussion of the law for this paper; it is suggested that the reader research these laws further
for a greater understanding of the scope of the financial laws discussed.