risk management, corporate governance, duty of care, Caremark, duty of loyalty, fiduciary duties, boards of directors
Enterprise risk management (ERM) targets overall corporate strategy and, when implemented correctly, can manage a corporation’s risk appetite and exposure. When ignored or underutilized, it can contribute to a corporation’s demise. In fact, many commentators point to ERM failures as contributing to the severity of the 2008 economic crisis. This essay examines the different approaches to ERM adopted by financial institutions affected by the 2008 economic crisis and how ERM contributed to the survival or failure of those firms. It then considers ERM in the broader context of corporate governance generally. This discussion reflects on ERM techniques for corporate boards and whether boards do or should have a duty to implement an effective ERM program. The essay concludes by encouraging boards, stakeholders, and policymakers to give more attention to ERM programs.
Corporation and Enterprise Law
5 Journal of Business and Technology Law 45 (2010).