Effective Compliance with Antidiscrimination Law: Corporate Personhood, Purpose and Social Responsibility

With deep appreciation and admiration for the work of Lyman Johnson and David Millon, I offer this contribution to the Symposium that honors them and their scholarship. I begin the Essay with an examination of the overlap between corporate governance and corporate social responsibility. After doing so, I explore the notions of corporate personhood and purpose in order to suggest ways to make compliance programs less cosmetic and defensive and more meaningful and effective. I conclude that the decision-making inherent in corporate governance is an important factor in the corporate social responsibility equation. Companies and their managers can win litigation, or perhaps even avoid litigation, that alleges fiduciary duty breach by doing the bare minimum. But, what can inspire them to adhere to best practices, particularly when it comes to installing and maintaining an effective compliance program? My answer to this question in this Essay requires an exploration of how corporate governance and corporate social responsibility are not clearly separate.