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Responsible Corporate Officer Doctrine

By Francis G.X. Pileggi

 Courtesy of Kevin LaCroix on his blog called The D & O Diary, is a review of the important principle called the Responsible Corporate Officer Doctrine that in essence holds that " in some instances",  the officers of the corporation can be personally liable for the wrongdoings of the corporation--contrary to the key reason why people form corporations. But of course there are exceptions and Kevin describes rumblings from regulatory agencies that seek to expand those exceptions.

The doctrine was first announced by the U.S. Supreme Court about 65 years ago. As Kevin writes:

"... the responsible corporate officer doctrine was developed by the U.S. Supreme Court in the 1943 case of United States v. Dotterweich, to hold corporate officers in responsible positions of authority personally (and in that case, criminally) liable for violating strict liability statutes protecting the public welfare.

He describes a recent California case that found a husband and wife civilly liably for the cost of envirnomental cleanup that the Court found was not done promptly or properly. In what I would describe as a "scary" decision, Kevin describes the California case as follows:

Though the Dotterweich case involved a criminal proceeding, the California court in Roscoe applied the doctrine to uphold the imposition of civil liability. The Roscoe court described the doctrine as "a common law theory of liability separate from piercing the corporate veil or imposing personal liability of direct participation in tortious conduct."

 The appellate court in the Roscoe case held that the trial court properly applied the doctrine to the Roscoes because they had "overall authority," they "could have prevented or remedied promptly the problem," and because they did not "exercise their responsibilities and power to use all objectively possible means" to remedy the problem. 

See, e.g., here for one of his posts that deserve careful examination by those interested in this important topic.

Full post as published by Delaware Corporate and Commercial Litigation Blog on March 08, 2010 (boomark / email).