Is Bad-Faith the New Wilful Blindness?

About the Book

This book’s focus is on one particular corporate governance risk that arises from the similarities between traditional elements of a “willful blindness” cause of action and those of company directors’ “bad faith.” An essential aspect of any consideration of corporate governance is the role played by the directors of companies who might have been facilitating the wrongdoing, in part, by remaining willfully blind while falling foul of the good-faith obligation. This study investigates cross application of the doctrines of good faith and willful blindness in company law in Delaware, USA, in comparison with company law in England, UK, with relation to company directors’ conduct. Here is the argument that courts in both legal systems under a particular set of conditions and hearing cases of company directors falling foul of the good-faith obligation should consider whether the willful-blindness doctrine sheds light on the interpretation of company directors’ alleged misconduct. A positive consideration of this approach could expand the courts’ horizons to include the most apparent individuals, namely the company directors, to face liability concerns for corporate disasters.

About the Author

Jo Bac is a Ph.D. candidate at the School of Law at the University of Aberdeen and guest lecturer at Anglia Ruskin University in Cambridge. Jo Bac’s doctoral research concentrates on granting legal personhood to artificial intelligence as these may become capable of autonomous actions, which will in turn generate issues of intellectual property and liability. Her research interests involve: human-robotic interaction, autonomous systems, corporate governance, company law, corporate legal form (limited liability, separate corporate personality etc.) and charismatic leadership. Jo holds LL.M in International Business Law from Anglia Ruskin University, MA in International Relations from Gdansk University, MRes in Political Science from Aberdeen University and MA in Drama from PWST National Academy of Theatre Arts in Krakow.