Why Don’t You Do Right? Corporate Fiduciary Law and the Self-Critical Analysis Privilege

The financial crisis of 2008 has led to widespread recognition that further incentives are needed to encourage meaningful corporate self-study and allow corporate officers and directors to fulfill their fiduciary obligations without risking future liability. This Comment will analyze the current incentive structure in corporate fiduciary law and the law of privilege to support voluntary self-critical analysis and explore a statutory solution to promote more thorough corporate self-study and internal investigations.