Center on Corporate Governance
Center for Contract and Economic Organization
Like hard cases, festering scandals make bad law. As public perceptions shift so that conduct once tolerated becomes seen as illicit, political pressures develop that can result in hastily improvised responses by the legal system to fill the newly perceived vacuum. This generalization is advanced to question neither the inalienable right of the public to be scandalized, nor the need for corporate reform, but to approach a highly problematic dilemma: hurried, moralistic responses to a perceived evil often prove not only ineffective, but even counterproductive. The serious student of complex organizations may recognize this assertion as a slightly altered variant of Forrester's Law. That law, coined by a student of organizational behavior, says simply that complex systems behave counter-intuitively; the plausible tends to be wrong.
John C. Coffee Jr.,
Beyond the Shut-Eyed Sentry: Toward a Theoretical View of Corporate Misconduct and an Effective Legal Response,
Va. L. Rev.
Available at: https://scholarship.law.columbia.edu/faculty_scholarship/541