Abstract

This article presents an overview of traditional legal and regulatory incentives directed at achieving lawful corporate behavior, together with examples of more recent governmental incentives aimed at encouraging self regulation activities by corporations. These incentives have been differentiated into positive incentives that benefit corporations for actions that encourage or assist lawful behavior, and punitive incentives that only punish corporations for violations of legal or regulatory standards. This analysis indicates that traditional legal and regulatory incentives for lawful corporate behavior are overwhelmingly punitive in their intended effects, while more recent governmental incentives to encourage voluntary corporate self regulation are much more positive in their intended effects.A prototype private compliance system containing typical features specified in governmental incentives for corporate self regulation was then analyzed applying the same positive/punitive analysis that was performed with the governmental incentives. This analysis suggests that corporate compliance programs that are structured to comply with Department of Defense regulations for defense contractors or the new Federal Organizational Sentencing Guidelines will reflect the same overwhelmingly punitive balance of incentives for lawful and ethical employee conduct as do the traditional legal and regulatory incentive systems for lawful corporate behavior.