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76 St. John's L. Rev. 875 (2002)
Just Pucker and Blow: An Analysis of Corporate Whistleblowers, the Duty of Care, the Duty of Loyalty, and the Sarbanes-Oxley Act

handle is hein.journals/stjohn76 and id is 885 raw text is: JUST PUCKER AND BLOW?: AN ANALYSIS OF CORPORATE WHISTLEBLOWERS, THE DUTY OF CARE, THE DUTY OF LOYALTY, AND THE SARBANES-OXLEY ACT LEONARD M. BAYNESt You know how to whistle, don't you, Steve? You just put your lips together-and blow.' INTRODUCTION In the past year, we have seen a number of corporate scandals involving major business entities such as Enron, Adelphia, Worldcom, Arthur Andersen, Tyco, and Martha Stewart. The New York Daily News described this bad behavior by corporate executives in a caption entitled These Little Piggies Went to Market.2 Newsweek magazine in a headline called these executives the Bad Boys Club.3 Well-known financial journalist Lou Dobbs called the bad boy executives CEO Hogs.4 In addition, we have seen scenes of the Adelphia senior executives being carted off to jail in handcuffs like common criminals doing the so-called perp walk.5 This corrupt conduct has involved various instances of fraud, ranging from using generally unacceptable accounting principles (like using t Professor of Law, St. John's University School of Law; B.S., New York University; J.D., M.B.A., Columbia University. The author would like to thank Professor Michael A. Perino for arranging the Symposium: Enron and Its Aftermath, St. John's University School of Law, Jamaica, New York (Sept. 20, 2002). In addition, I would also like to thank the expert research assistance from Ben Darvil, John Di Bari, Brian Levine, and Kristina Runje. 1 Lauren Bacall to Humphrey Bogart, To HAVE AND HAVE NOT (Warner Bros. 1944), available at http://www.filmsite.org/toha.htm (last visited Oct. 30, 2002). 2 Nancy Dillon & Corky Siemaszko, These Little Piggies Went to Market, N.Y. DAILY NEWS, June 9, 2002, at 4. 3 Allan Sloan, Bad Boys Club, NEWSWEEK, July 1, 2002, at 44. 4 Lou Dobbs, Payback Time for CEO Hogs, available at http://www.iamawlodge 1426.org/news45.htm (June 9, 2002). 5 Howard Fineman & Michael Isikoff, Laying Down the Law, NEWSWEEK, Aug. 5, 2002, at 20, 23.

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