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Legal Personhood and Liability for Flawed Corporate Cultures

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Posted by Jennifer Hill (University of Sydney), on Monday, January 21, 2019
Editor's Note: Jennifer G. Hill is Professor of Corporate Law at the University of Sydney Law School. This post is based on her recent paper.

Although the phrase, “corporate culture”, has been described by commentators as “inherently slippery”, it has become part of the global regulatory zeitgeist. It is now a central feature of a range international discussions about corporate governance and risk management. Numerous international regulators, such as the Basel Committee on Banking Supervision, the UK Financial Reporting Council, the Central Bank of Ireland and the Australian Securities and Investments Commission (“ASIC”) have promoted the need for a positive corporate culture. It is also currently a major theme in the British Academy’s Future of the Corporation Research Program and in Australia’s high-profile Banking Royal Commission. The importance of culture is also becoming increasingly important in corporate governance codes, such as the 2018 UK Corporate Governance Code, and proposed amendments to codes in Australia and Germany, which stress, respectively, a listed corporation’s “social licence to operate” and its “role in the community and its responsibility vis-à-vis society”.

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