An Interdisciplinary Analysis of the Use of Ethical Intuition in Legal Compliance Decisionmaking for Business Entities

Eric C. Chaffee

Amanda Appleton is a mid-level associate in the business law department of Boxer & Boxer LLP, a large international law firm. Her practice focuses on advising companies on matters relating to the regulation of publicly traded securities. She is well respected at the firm, and her prognosis for making partner is excellent.

At 11:30 AM yesterday morning, Paul Pratt, a partner in the business law department, called Appleton with an assignment. Global Giant Corporation is preparing to make various public disclosures by filing a Form 10-K with the Securities and Ex- change Commission (“SEC”). Pratt asked Appleton to research whether some of the proposed disclosures might be considered manipulative or deceptive in violation of various securities laws and regulations. Pratt told Appleton to report back to him by 9:00 AM the following morning.

It’s now 4:38 AM, and Appleton sits staring out of the window of her twenty-third floor office. She has reviewed the relevant statutes, regulations, case law, and treatises, and she can find no authority that the proposed statements will be viewed as manipulative or deceptive by a court or the SEC. Still, when she first saw the proposed disclosures, she could not help feeling that the disclosures are manipulative and deceptive. She is deeply conflicted about what to tell Pratt.