Using the Sandusky Scandal as a Case Study
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Using the Sandusky Scandal as a Case Study

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Presentation to Berks County Bench-Bar Conference April 2013

Presentation to Berks County Bench-Bar Conference April 2013

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  • 1. Using the Sandusky Scandal as a Case Study: Due DiligenceRequirements of Corporate Board Members in Profit andNon-Profit OrganizationsLarry Catá BackerW. Richard and Mary Eshelman Faculty Scholar & Professorof Law, Professor of International Affairs 2012-13 ChairUniversity Faculty Senate, Pennsylvania State UniversityRemarks to the Berks CountyBench-Bar Conference April17, 2013Reading Pennsylvania
  • 2. Introduction and Context• Jerry Sandusky• Curley and Schultz• Spanier and Paterno• Board of Trustees• Freeh Group Report• NAACP
  • 3. Fiduciary Duty Overview• Substantive Standard• Liability Standard• Business Judgment Rule– Rule of non interference– Rule of process• Entire fairness• Ratification
  • 4. Governing the University• Faculty Control– Oxford• Direct State Control– Continental Europe; Asia• “Lay” Boards– U.S.• Who appoints (looking for shareholder substitutes)• Shared Governance
  • 5. Diligence Obligations of theBoard• Recent cases– American– West Virginia– Illinois• Legal Framework– Model Non ProfitBusiness CorporationAct
  • 6. Core Issues• Blindness to Risk– Board awareness of risk– Obligation to inform the board• Whistleblowing• Loyalty—Conflict of Interest– Ethics– Relational Conflict• Severance and Benefits– accountability
  • 7. Application to Penn State
  • 8. Questions?Thanks!!