using the sandusky scandal as a case study
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Using the Sandusky Scandal as a Case Study: Due Diligence Requirements of Corporate Board Members in Profit and Non-Profit Organizations Larry Cat BackerW. Richard and Mary Eshelman Faculty Scholar & Professor of Law, Professor of International Affairs 2012-13 Chair University Faculty Senate, Pennsylvania State University
Remarks to the Berks County Bench-Bar Conference April 17, 2013Reading Pennsylvania
Introduction and ContextJerry SanduskyCurley and SchultzSpanier and PaternoBoard of TrusteesFreeh Group ReportNAACP
Fiduciary Duty OverviewSubstantive StandardLiability StandardBusiness Judgment RuleRule of non interferenceRule of processEntire fairnessRatification
Governing the UniversityFaculty ControlOxfordDirect State ControlContinental Europe; AsiaLay BoardsU.S.Who appoints (looking for shareholder substitutes)Shared Governance
Diligence Obligations of the BoardRecent casesAmericanWest VirginiaIllinoisLegal FrameworkModel Non Profit Business Corporation Act
Core IssuesBlindness to RiskBoard awareness of risk Obligation to inform the boardWhistleblowingLoyaltyConflict of InterestEthicsRelational ConflictSeverance and Benefitsaccountability
Application to Penn State
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