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    02.27.15 Professor Miriam Baer Article Selected for Annual Securities Law Review
    Professor Miriam Baer

    Professor Miriam Baer’s article Confronting the Two Faces of Corporate Fraud (66 Florida Law Review 87) was chosen for inclusion in Securities Law Review 2015, an annual anthology that reprints eight to 10 outstanding securities law articles to give them broader exposure.

    Baer’s article begins with the observation that some criminals engage in meticulous planning, whereas others commit crimes in the heat of the moment. Crimes such as corporate fraud often reflects planned and spur-of-the-moment behavior.  

    Law and economics scholars have long treated corporate fraud as an agency cost, (that is, the corporation's officers and directors commit fraud because they favor their own interests over that of the company's shareholders). A new generation of scholars, however, has begun to focus on fraud's behavioral components, including the phenomenon known as “temporal inconsistency.” Temporal inconsistency exists when the short-term temptations short-circuit more socially desirable long-term intentions. You intend to eat healthily throughout week, but you suddenly cave to temptation when a colleague offers you a chocolate donut on Monday afternoon.  

    When some frauds arise out of planned and opportunistic behavior, and other fraud results from willpower failure, the corporation's internal police officer, the compliance officer, faces a conundrum. The tools best used for detecting and confronting an opportunist are not necessarily the tools we use to disable willpower failures. Thus the compliance officer must devise a set of strategies to best deal with the "two faces" of corporate fraud. After laying out this problem, Baer concludes that the use of certain structural devices (the equivalent of speed bumps on highway roads) may be the compliance officer’s best answer for dealing with these two very different types of behavior.
     
    Baer teaches in the areas of corporate law, white collar crime, criminal law and criminal procedure. Her scholarship focuses on organizational wrongdoing in public and private settings. Her article, “Timing Brady,” which offers a novel explanation for why prosecutors fail to disclose exculpatory evidence to the defense, was selected for the 2014 Stanford-Yale-Harvard Junior Faculty Forum and presented at Stanford Law School, and appears in the January 2015 issue of the Columbia Law Review.

    Securities Law Review 2015 will be published later this year.