個案總覽

Designed to test understanding of basic theories of insider trading under U.S. law. Presents six scenarios based on actual situations in which insider trading was alleged to have violated U.S. law, as well as a seventh scenario that took place in Italy, permitting comparison of U.S. and European approaches to insider trading regulation.

Provides a brief overview of the Supreme Court of Delaware's opinion in the 1939 case of Guth v. Loft, a widely cited application of the "corporate opportunity doctrine." Explores the corporate law principles regulating when a corporate manager can or cannot take advantage of a business opportunity relating to the corporation's business, in light of the manager's fiduciary duties.

Provides a brief overview of the concept of bribery and the principal rationales prompting restrictions on such conduct. Also, reviews some of the most important U.S. and international laws prohibiting various forms of bribery.

Sealed Air Corp.'s CEO and COO are considering what approach they should take to building a seamless corporate culture worldwide. Anticipating continuing growth and expansion, especially outside the United States, they are concerned with preserving and promoting the culture that has been one of the company's key assets. However, their experience in integrating acquired companies, especially outside the United States, has heightened their awareness of differences among the regional cultures of the world and the challenges they face in maintaining a unified corporate culture.

The general manager for U.S.-based Sealed Air Corp.'s Taiwan subsidiary must decide how to improve productivity and achieve profitability. In addition to considering a new approach to compensation, he is wondering how to bridge the gap between Sealed Air's corporate culture and local business practices in Taiwan. A particular problematic practice is the local use of "tea money."

Supplements the (A) case.

Members of the Public Co. Accounting Oversight Board--a private-sector, nonprofit body created by the Sarbanes-Oxley Act of 2002--must determine the form and content of a new auditing standard on internal control that will fulfill the requirements of Section 404 of the act. After receiving comments from issuers, investors, and accounting firms, board members contemplate the necessary scope of an audit engagement to evaluate the effectiveness of internal controls and restore investors' confidence in financial reporting. Gives students an opportunity to consider the role of external regulation and self-regulation and such issues as the difficulties of cost-benefit analysis for proposed regulations, the relation between rules and discretion, the differences between investor and executive perspectives, and the apportionment of responsibilities among management, internal auditors, and external auditors.

Supplements the (A) case.

Explores fiduciary duty issues that arose in litigation among partners in the partnership that owned and controlled the Mall of America. Describes the complex real estate transaction in which one partner attempted to purchase an additional interest in the mall from a nonpartner financing entity and the litigation that ensued.

Provides a general description and overview of U.S. law on insider trading, including the basic theories of liability, the responsibilities of securities firm managers to prevent and detect insider trading, and the potential penalties for insider trading. A rewritten version of an earlier note.

Supplements the (A) case.

Explores Martha Stewart's December 2001 sale of ImClone Systems common stock, the ensuing federal investigations into possible insider trading, and Stewart's criminal prosecution and sentencing. Discusses the impact of publicity on Stewart's company, Martha Stewart Living Omnimedia, and on her personal image, and raises issues of prosecutorial discretion. Challenges students to consider the validity of the insider trading charge against Stewart as well as the securities fraud charge included in the indictment, the appropriate sentence, and whether federal authorities unfairly singled out Stewart for investigation.

Supplements the (A) case.

Supplements the (A) case. A rewritten version of an earlier case.

Supplements the (A) case. A rewritten version of an earlier case.

Supplements the (A) case. A rewritten version of an earlier case.

Describes Salomon Brothers' recovery from the August 1991 Treasury auction scandal. Details the impact of the firm's disclosure of bidding improprieties and describes how the new management team, led by Warren Buffett and Deryck Maughan, guided the company through the ensuing crisis. The impact of the crisis is followed through the end of 1992. A rewritten version of an earlier case.

Answers some of the most common questions managers ask about potential corporate and individual liability for corporate misconduct under U.S. law. Describes a few general principles of liability that managers should be aware of. A rewritten version of an earlier note.

The spate of corporate misdeeds revealed to the American public in 2001 to 2002 prompted corrective action in many quarters of the U.S. economy. The note summarizes some of the steps taken by lawmakers, regulators, law-enforcement officials, companies, investors, professional associations, and educators to restore public trust in U.S. capital markets and the U.S. system of corporate governance.

Describes the evolution and passage of the Sarbanes-Oxley Act of 2002 from the perspective of the senior counsel on capital markets for the U.S. House Committee on Financial Services.