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75 Duke L.J. 1 (2025-2026)

handle is hein.journals/duklr75 and id is 1 raw text is: Duke Law Journal VOLUME 75 OCTOBER 2025 NUMBER 1 ILLEGAL CORPORATE CULTURES ELISE BERNLOHR MAIZELt ABSTRACT Culture is a powerfulforce in corporate compliance. Corporate culture shapes how employees behave, dictating whether, when, and how they follow the law. Cases arising out of cultural failures often involve public harm plane crashes, poisoned rivers, tainted cancer drugs, and collapsed mines. Before these awful outcomes, however, the corporations that caused these harms fostered cultures that permitted the disregard of legal commands and public commitments. Managers disparaged safety regulations. Messages about profits and production drowned out messages about compliance and safety. Yet, there is a gap between all we know about the power of culture and our understanding of corporate law doctrine's power to change it. This Article makes sense of thatgap and offers a theoretical framework to bridge it by arguing that culture plays a more central role in the essential elements of oversight doctrine than scholars have yet recognized. Corporate directors and officers have fiduciary duties that require them to oversee a firm's compliance with law. Through the Caremark doctrine, Copyright © 2025 Elise Bernlohr Maizel. T Assistant Professor, Michigan State University College of Law. I am indebted to Jennifer Arlen, Richard Brooks, Sandeep Dhaliwal, Brittany Farr, Chris Hampson, Vice Chancellor J. Travis Laster, Ann Lipton, Karl Lockhart, Donald Langevoort, Dorothy Lund, Geeyoung Min, Veronica Root Martinez, Elizabeth Pollman, Justin Simard, Quinn Yeargain and the participants of the 2025 National Business Law Scholars Conference, the 2025 ComplianceNet conference, the 2024 Northeastern University Junior Scholars Conference, New York University Lawyering Scholarship Colloquium, and the faculty workshops at Elon University School of Law and Michigan State University College of Law for helpful comments and conversations on various drafts of this article. Erica Zhang provided excellent research assistance. Thanks also to the excellent editors ofDuke Law Journal for insightful comments and careful edits.