Title: Rico as a Vehicle for Intracorporate Claims by Nontarget "Perpetrator" Corporations
Abstract: It has become common for lawsuits to be brought by or on behalf of corporations for recovery from their directors and officers whose conduct has assertedly given rise to corporate liability to third parties. The law is well settled that, while these officials are not automatically liable to the corporation for the consequences to it of corporate wrongdoing targeted at third parties,1 a corporate cause of action for breach of fiduciary duty may lie in appropriate circumstances.2 An underlying third-party recovery from the corporation is but one of a wide variety of possible predicates for legal action to redress the wrongs of those whose stewardship failures have resulted in injury to the corporation. In some circumstances, however, corporations or shareholder volunteers suing in the corporate name have not been content to rely on breach of fiduciary duty or related causes of action provided by state law. Instead, they have looked to federal statutes that their fiduciaries arguably caused, or permitted, the corporation to violate in its dealings with a third party. Corporate violations of those statutes, they have argued, provide a basis for relief not only to the third parties whom the corporation's violation has injured, but also to the perpetrator corporation itself. In an earlier era, this theory was advanced and rejected in the antitrust field.3 It has recently emerged again in actions under the Racketeer Influenced and Corrupt Organizations Act (RICO),4 in which corporate claims have been advanced under RICO against directors and officers whose activities allegedly
Publication Year: 2016
Publication Date: 2016-01-01
Language: en
Type: article
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