In a saga reflective of corporate greed and self-dealing, Oracle Corporation’s 2016 acquisition of NetSuite Inc. stands out as a case study in alleged corporate corruption under the guise of business as usual. At the center of the controversy is Oracle’s co-founder Larry Ellison – a billionaire tech mogul who held significant stakes in both Oracle and NetSuite – and accusations that he orchestrated the deal to enrich himself at the expense of Oracle’s shareholders. According to a Delaware court filing, Ellison “used Oracle’s money to overpay for NetSuite for the benefit of himself and his family, receiving nearly $4 billion from the transaction – a massive return on Ellison’s initial $125 million investment in NetSuite”. In other words, Ellison allegedly leveraged Oracle’s resources to engineer a conflict-of-interest windfall, effectively transferring billions from Oracle’s corporate coffers into his own pocket. Oracle’s boardroom maneuvering and legal battles that followed have exposed how easily corporate misconduct can be concealed behind formal procedures, raising pressing questions about accountability in an era of neoliberal capitalism and unchecked corporate power.
This investigative piece examines the allegations and fallout of Oracle’s NetSuite acquisition, drawing from legal documents and trial records to unpack how the deal was conceived, executed, and ultimately contested. We begin with the most damning claims of bad faith and self-enrichment by corporate insiders, then explore how Oracle’s leadership navigated (and arguably exploited) the system to evade consequences. From legal loopholes and special committees to the broader systemic failures that enable such schemes, each section of this report will connect the dots between individual actions and the economic fallout and social impact that result. The goal is to illuminate how this pattern of predatory capitalism – far from being an anomaly – is often a feature, not a bug of our current system, with corporate greed repeatedly trumping the public interest. Finally, we will consider how corporations deploy PR damage control to manage scandals, the toll these practices take on workers and communities, and what reforms or activism might rein in an environment where corporations’ dangers to public health and welfare are too often written off as just the cost of doing business.
Corporate Intent Exposed
The paper trail and testimony from the NetSuite case paint a vivid picture of corporate intent – a behind-the-scenes narrative in which Oracle’s leadership appeared to set the stage for a lucrative insider deal long before the public was aware. Oracle’s interest in acquiring NetSuite was no spontaneous strategy shift; it started with Ellison himself. Ellison had been eyeing NetSuite as a takeover target for years, persistently advocating for the acquisition “to anyone who would listen”. This is hardly surprising given Ellison’s unique position: he was not only Oracle’s founder and then-executive chairman, but also a substantial equity holder (nearly 40%) in NetSuite. In early 2015, Ellison informally met with Oracle’s then co-CEOs (Safra Catz and Mark Hurd) to discuss buying NetSuite, indicating his personal investment in making the deal happen. While he temporarily tabled the idea at that time – concerned that NetSuite’s high stock price might dilute Oracle’s earnings – Ellison never lost interest. By late 2015, as NetSuite hit a growth slowdown, Ellison swooped in to actively shape NetSuite’s fate. He met with NetSuite’s top brass, including founder Evan Goldberg and CEO Zach Nelson, and advocated for a new growth strategy (code-named Project “SuiteSuccess”) to make NetSuite more attractive and complementary to Oracle’s business. In essence, Ellison was steering NetSuite’s trajectory from the inside – improving the asset he planned for Oracle to buy.
Such actions hint at a premeditated blueprint: Ellison was arguably aligning the stars so that Oracle would need NetSuite, and NetSuite would be primed for Oracle. By pushing NetSuite to focus on more profitable, less customization-intensive software offerings (SuiteSuccess targeted small-to-mid-sized clients for faster, higher-margin deployments), Ellison addressed concerns that had previously made Oracle’s board hesitant about the deal. He was effectively tightening the fit between the two companies’ products. Come 2016, the stage was set for Oracle to justify the acquisition as a strategic masterstroke – filling a gap in Oracle’s cloud software lineup with a company whose largest shareholder just happened to be Oracle’s own founder.
When Oracle’s board formally considered the NetSuite acquisition in 2016, Ellison recused himself from the vote, at least on paper. A special committee of supposedly independent directors (comprised of Renee James, Leon Panetta, and George Conrades) was appointed to evaluate and negotiate the deal, and Ellison ostentatiously left the room during board discussions of NetSuite. But plaintiffs later alleged that this independence was more cosmetic than real. Safra Catz – Oracle’s co-CEO and, tellingly, described as Ellison’s “hand-selected consigliere” – was deeply involved throughout the process. Catz acted as a liaison and influencer, to the point that the special committee was said to be “flanked by Oracle’s senior management, to whom the Special Committee and its advisors deferred”. In other words, Oracle’s top management (loyal to Ellison) heavily shaped the negotiations, allegedly nudging the “independent” directors toward Ellison’s desired outcome. One early red flag was a private phone call Catz made to NetSuite’s founder Goldberg just as talks began in May 2016. Catz hinted at Oracle’s interest and discussed price ranges before formal negotiations – a conversation she failed to report to Oracle’s special committee. NetSuite’s side used that info to anchor their expectations (initially countering at $125 per share to Oracle’s $100 offer), arguably weakening Oracle’s bargaining position. This kind of shadow negotiation suggests that management’s thumb was on the scale even as the special committee ostensibly led the deal.
The key allegation of “corporate intent” here is that Ellison and his inner circle were intent on pushing through a deal favorable to Ellison’s pocketbook, regardless of whether it was a good price for Oracle. Emails, meetings, and trial testimony revealed that Ellison persistently promoted the acquisition behind closed doors and had even conceived future plans for NetSuite’s operations post-merger – plans he did not fully disclose to Oracle’s negotiators. For example, Ellison’s involvement in NetSuite’s SuiteSuccess initiative could be seen as a blueprint for how Oracle might leverage NetSuite’s technology after purchase, yet the Oracle special committee was not necessarily apprised of how far Ellison had already gone in aligning the two companies. This omission is crucial because if Oracle’s negotiators had known that NetSuite’s largest shareholder (Ellison) was essentially grooming NetSuite for Oracle’s benefit, they might have questioned whether the “independent” process was truly independent. The plaintiffs later argued that Ellison misled the committee by concealing his future plans for NetSuite, which could have impacted their valuation of the company. In short, the case materials expose a portrait of a powerful corporate insider bent on a specific outcome: Oracle would buy NetSuite, and it would pay handsomely – a price ultimately paid by Oracle’s other shareholders, not Ellison.
The Corporations Get Away With It
If the allegations above are jaw-dropping, what followed in the halls of justice is equally infuriating to Oracle’s shareholders: despite years of litigation and reams of evidence suggesting self-dealing, Oracle’s leadership largely got away with it. The NetSuite deal was challenged almost immediately by Oracle stockholders in a derivative lawsuit, but holding powerful insiders to account proved to be an uphill battle fraught with procedural hurdles and legal tactics favoring the defense. The special litigation committee (SLC) is one such hurdle that played a pivotal role. After the initial complaint survived a motion to dismiss in 2018 (indicating the claims had merit on their face), Oracle’s board formed an SLC – a committee of supposedly disinterested directors – and empowered it to investigate the claims and even take over the lawsuit. In practice, SLCs are often used by corporate boards as a way to wrest control of derivative litigation from shareholder plaintiffs, sometimes with the aim of quietly disposing of the case. Oracle’s SLC, chaired by former Deloitte CEO William Parrett (joined by two other directors, including Leon Panetta, who interestingly had also been on the original deal’s special committee), proceeded to investigate behind closed doors for over a year.
What did the SLC do with its investigation? Ostensibly, it tried to broker a settlement, but by mid-2019 the SLC had neither released a report nor told the plaintiffs its conclusions. Facing pressure, the SLC eventually decided not to block the lawsuit – it handed control back to the shareholders to continue the case! On the surface, that sounds favorable to the plaintiffs (the SLC didn’t shut the case down). But this maneuver also conveniently insulated the inner workings of the SLC from scrutiny.
Once the SLC stepped aside, Oracle’s lawyers took the position that everything the SLC had done (interviews with key witnesses, internal analyses, etc.) was now off-limits to the plaintiffs. When shareholders’ attorneys subpoenaed the SLC’s records – hoping to uncover evidence the SLC gathered about Ellison’s influence – they hit a wall of legal privilege. The SLC refused to turn over interview memoranda and draft reports, arguing that since it ultimately did not seek dismissal, its work was irrelevant and protected by attorney work-product privilege. The Delaware Court of Chancery largely sided with the SLC: it ordered only limited disclosure (documents the SLC actually relied on for its narrow decision to let the case proceed), but upheld privilege over the juicy details like interview notes and analysis decks. In practical terms, this meant that shareholders were denied access to critical evidence unearthed by a committee of Oracle’s own board. The SLC’s interviews likely included candid conversations with Oracle insiders and NetSuite executives – precisely the kind of evidence that might demonstrate whether Ellison manipulated the process. Yet those memos remained secret, a poignant reminder of how corporate defendants can use confidentiality and privilege as a shield. As the Chancery judge noted, the court was not even going to evaluate the SLC’s independence or findings since the SLC didn’t move to dismiss – sidestepping a process (known as a Zapata review in Delaware law) that might have probed how genuine the SLC’s investigation really was.
Another major factor in Oracle’s courtroom fortunes was the standard of review applied to the case. The shareholders’ core claim was that Ellison, as a controlling stockholder on both sides of the deal, caused Oracle to pay an unfairly high price – normally, such self-dealing transactions would be subject to Delaware’s toughest judicial scrutiny, the entire fairness standard (which puts the burden on defendants to prove the deal was entirely fair in price and process). However, Oracle’s deal had been structured with certain procedural safeguards (the independent committee, and a condition requiring majority approval of NetSuite’s minority stockholders). Citing these factors, Oracle’s defense managed to have the deal reviewed under the far more lenient business judgment rule – essentially giving directors the benefit of the doubt so long as there was no evident fraud or conflict tainting the committee’s work. Plaintiffs hotly contended this was the wrong standard for a case involving Ellison’s influence as a de facto controller, but the court disagreed and treated Ellison as not a controlling shareholder for purposes of the final decision. It’s noteworthy that Ellison owned roughly 28.8% of Oracle’s stock at the time – below 50%, yes, but still a huge block, and combined with his role as founder and longtime CEO, it gave him outsized sway. Yet Delaware law does not lightly label someone a “controller” under 50% ownership unless they actually dictated the transaction. By accepting Oracle’s special committee process as untainted, the court effectively concluded that Ellison hadn’t pulled the strings (at least not in a way that could be proven at trial). This decision to apply the deferential business judgment review was pivotal: it set a very high bar for plaintiffs to show any breach of duty. And indeed, after a ten-day trial in 2022, the Court of Chancery ruled in Oracle’s favor, finding that the special committee had negotiated hard and achieved a fair deal, free of Ellison’s interference!
The end result? Despite the appearance of egregious self-enrichment and a lengthy legal saga, no individual was held liable and no damages were paid. The Delaware Supreme Court, in early 2025, affirmed the lower court’s judgment in full. For all the corporate corruption allegations, Oracle’s board and Ellison walked away vindicated in the eyes of the law. To angry investors, it looked like the perfect crime: a billionaire puppeteer nets $4 billion from a questionable deal, and the complex machinery of corporate governance and litigation ultimately declares everything was just fine. This section underscores how corporate insiders can get away with it, whether through procedural roadblocks (like an SLC that delays and denies evidence) or through meeting just enough legal formalities to avoid stricter scrutiny. It’s a telling illustration of the gaps between legal accountability and what common sense might call justice. As we’ll explore next, such outcomes are not rare in our system – they’re enabled by design.
The Cost of Doing Business
To cynical observers, Oracle’s NetSuite episode might simply be written off as the cost of doing business in corporate America – a phrase often used to describe how penalties or unethical maneuvers are treated as just another business expense. Indeed, one industry study noted that many large companies regard fines and settlements “as little more than a cost of doing business” because the profits from wrongdoing often outweigh the penalties (The High Cost of Misconduct: Corporate Penalties Reach the Trillion-Dollar Mark – Good Jobs First). In Oracle’s case, the “profits” of the questionable NetSuite deal went to Larry Ellison and insiders, while the “costs” were borne by Oracle and its shareholders. Even if the deal was overpriced, Oracle could absorb a $9.3 billion acquisition without collapse; meanwhile, Ellison walked away substantially richer. This kind of wealth transfer from public shareholders to an insider is the economic fallout of corporate self-dealing – and rarely is the insider truly punished for it.
Let’s break down the numbers. Oracle ultimately paid $109 per share for NetSuite, a price that some analysts considered wildly generous. Internal Oracle documents and trial evidence showed that Oracle’s own financial models initially valued NetSuite much lower. In fact, one analysis suggested NetSuite’s intrinsic value was closer to $75 per share – significantly lower than what Oracle paid! Yet Oracle, under pressure to close the deal and with Ellison’s interests looming in the background, went ahead at the inflated $109 price. This translated to roughly a 45% premium over that $75 figure. For Larry Ellison, who owned roughly 40% of NetSuite, that premium meant a personal payday roughly in the range of an extra billion dollars beyond what he might have received had Oracle driven a harder bargain. From one perspective, that billion-dollar overpayment by Oracle is effectively a wealth transfer – money that could have remained on Oracle’s balance sheet (benefiting all shareholders equally or funding R&D, employee raises, dividends, etc.) instead ended up enriching one individual who was uniquely positioned on both sides of the deal.
Even though the courts found no liability, the financial implications of the NetSuite acquisition still raise eyebrows. Oracle’s share price did not skyrocket as a result of buying NetSuite; if anything, Oracle spent a huge sum to acquire a company that, while strategic, might have been bought for far less if not for the conflict. In the long run, questionable deals like this can act as a drag on a company’s value – a form of hidden tax that investors unknowingly pay to accommodate insider enrichment. It’s telling that a major Oracle shareholder, T. Rowe Price (which held a large chunk of NetSuite’s minority shares), protested that $109 was too low for NetSuite from their perspective– a somewhat ironic twist, since Oracle shareholders thought $109 was too high. This disconnect underscores how the process may have failed to produce a clear fair market value; instead it produced a number that just barely satisfied enough constituents to close the deal (indeed, only 53.2% of NetSuite’s minority shareholders tendered their shares – just over the required threshold).
From a broader vantage, one might say Oracle’s leadership calculated that any legal risk in pursuing the conflicted deal was manageable – and they were right. The company spent years and untold millions on legal defense, special committees, and trial litigation, but in the end paid no judgment. For a $200+ billion company, even a lengthy lawsuit is tolerable if it ultimately shields the top brass from personal accountability. This reflects a disturbing reality in corporate governance: if executives and directors know that aggressive profit-seeking (even crossing ethical lines) will likely face minimal repercussions, they may view it as a reasonable business strategy. The moral or reputational costs can be shuffled off with PR spin (as we’ll discuss later), and any fines or settlements (had there been any) can be treated as a one-time charge to earnings – a blip in an otherwise upward profit graph.
In essence, the message sent is that doing the wrong thing can pay, as long as you do it shrewdly. This mentality – that rules can be bent and any slap on the wrist is just the price of ambition – fuels a cycle of misconduct. When corporate boards weigh decisions, the question can subtly shift from “Is this right or fair?” to “Can we get away with this, and if not, what’s the penalty?” If the penalty is just monetary and far in the future, it might be deemed worth the risk. Such cold calculus is the hallmark of an economy where corporate greed is normalized. As one watchdog report concluded after surveying billions in corporate fines: “companies pay out billions of dollars for a wide range of offenses [every year]… Many large corporations are fined… over and over again, often for the same or similar misconduct” (The High Cost of Misconduct: Corporate Penalties Reach the Trillion-Dollar Mark – Good Jobs First). Deterrence is lost when punishment is just another line item. Oracle’s NetSuite deal, while not resulting in fines, exemplifies how even potential penalties (like the risk of a shareholder lawsuit) didn’t dissuade an insider-driven transaction. The cost of doing business, it seems, included appeasing Larry Ellison’s desire to cash out his stake – and that cost was one Oracle was willing to bear.
Systemic Failures
How could a transaction with such apparent conflict of interest sail through largely unscathed? The answer lies in systemic failures – the gaps and weaknesses in our regulatory and corporate governance systems that allow and even encourage these outcomes under neoliberal capitalism. Neoliberal economic ideology, dominant over the past few decades, emphasizes deregulation, free markets, and maximizing shareholder value above all else. In practice, it has often meant minimal government intervention in corporate affairs and a heavy reliance on internal governance (boards, committees, etc.) to police wrongdoing. The Oracle-NetSuite saga exposes how those internal mechanisms can fall short or be co-opted, and how external oversight is often toothless.
First, consider the legal framework in Delaware, where Oracle is incorporated and which is famously pro-management. Delaware corporate law entrusts boards of directors with enormous power to manage the company, and courts defer to their decisions unless plaintiffs clear very high hurdles (like proving gross disloyalty or bad faith). The structure of the NetSuite deal – setting up an “independent” special committee and requiring approval by a majority of unaffiliated shareholders – followed a Delaware-sanctioned playbook (from cases like MFW) that can cleanse a conflicted transaction of its conflict in the eyes of the law. By ticking the right boxes, Oracle was able to invoke the business judgment rule, effectively insulating the deal from substantive attack! This is a systemic issue: the law essentially says that if you follow a certain procedure, the courts will presume the outcome is fair. But what if those procedures are only superficially followed? In Oracle’s case, the special committee did exist and did negotiate, but plaintiffs argued it was quietly swayed by Ellison’s proxies (like Catz) and deprived of full information. The court, however, was not willing to second-guess the committee without a smoking gun. In many respects, Delaware law puts the burden on shareholders to prove bias or manipulation – and proving a negative (that something improper influenced the process) is exceedingly hard without direct evidence. Thus, a savvy insider can comply with the letter of governance rules (recusal, committee, etc.) while potentially subverting their spirit. The system failed to catch that, if indeed it occurred, which suggests the standards for “independence” and transparency might be too lax.
Secondly, there’s the role of regulators and enforcement (or the lack thereof). No government agency stepped in regarding the Oracle-NetSuite deal. One might wonder, could the SEC have gotten involved for a potential breach of fiduciary duty or misstatement? Typically, the SEC focuses on securities fraud (e.g., false disclosures), not on whether a merger price is fair – that’s left to private litigation. Antitrust regulators (like the DOJ) reviewed the deal but only for competition concerns (NetSuite was a much smaller player, so no antitrust issue). In the end, oversight was left to shareholders suing in court. This is a conscious feature of the neoliberal system: trust the market and private actors to sort out issues, rather than proactive government intervention. The COVID-19 pandemic even intervened mid-lawsuit (delaying trial), but no public authority took up the mantle to expedite justice for shareholders; it remained a civil dispute slogging through the courts. The slow grind of such cases (five years of litigation) itself is a failure – justice delayed is justice denied, as the saying goes. Protracted battles can exhaust plaintiffs and benefit deep-pocketed defendants who can wait them out.
Another systemic flaw highlighted is how special litigation committees can undermine accountability. The idea behind SLCs is to let the company (through independent directors) investigate claims against itself – a concept fraught with conflict. Oracle’s SLC took control and then gave up control, all without ever revealing its full findings. Delaware courts, prioritizing the sanctity of board processes, allowed the SLC to keep its secrets because the SLC didn’t formally need the court to rule on its decision. In essence, the system trusts that the SLC acted in good faith when it handed the case back, and sees no need to let shareholders peek behind that curtain. If that trust is misplaced, serious evidence of wrongdoing could be buried with no consequence. This points to a larger issue of information asymmetry: corporate insiders nearly always know more than outside shareholders, and our legal system often permits them to keep it that way. “Trust us, we investigated ourselves and decided not to interfere” – that is a tough pill for investors to swallow, yet it’s effectively what happened.
The NetSuite case also shines light on how controlling shareholder jurisprudence can leave gray areas that benefit the powerful. Ellison’s 28% ownership of Oracle, combined with his outsized influence, put the court in a bind: label him a controller and impose strict scrutiny (which might validate the plaintiffs’ claims), or deem him just a large shareholder and give deference to the board. The court chose the latter, emphasizing that Ellison didn’t have hard voting control and that the special committee was not his puppet. This outcome reflects a systemic bias in favor of continuity and respecting board decisions unless blatantly egregious conduct is proven. It underscores how corporate governance in the U.S. often fails to account for the real-world influence of charismatic, powerful founders who, by force of personality and position, can dominate a board without literally owning a majority. In broader terms, the neoliberal capitalist framework tends to favor the presumption that markets (and by extension, boards and majority shareholders) operate efficiently and in the company’s best interests. It’s only in extreme exceptions (fraud, insolvency, criminal acts) that regulators or courts aggressively intervene. Everything else is chalked up to market outcomes.
This light-touch approach has repeatedly been shown inadequate in preventing corporate scandals. From the 2008 financial crisis (where risky bank behaviors went unchecked by weak regulations) to environmental disasters (where companies self-report compliance until a catastrophe hits), we see a pattern: systemic regulatory gaps and deregulatory ideology leave the public to pick up the pieces after the fact. As one report on corporate crimes noted, despite a “continuous corporate crime wave” with trillions in penalties over decades, there’s little indication that companies are deterred (The High Cost of Misconduct: Corporate Penalties Reach the Trillion-Dollar Mark – Good Jobs First). Why? Because systemic enforcement is inconsistent and often too lenient. Prosecutors rarely charge top executives criminally, preferring fines or deferred agreements, and agencies are often under-resourced or politically constrained (The High Cost of Misconduct: Corporate Penalties Reach the Trillion-Dollar Mark – Good Jobs First). In Oracle’s case, the systemic gap was in corporate law and private enforcement – but the net effect is similar: the system’s checks and balances failed to prevent or punish a dubious deal.
In sum, the Oracle-NetSuite affair underscores that the system is stacked in favor of corporations and their leaders. The combination of high legal thresholds for liability, procedural tools that companies can deploy to shield themselves, and a philosophy of minimal interference creates an environment where even significant misconduct can slip through. These systemic failures aren’t just theoretical – they translate into real losses for investors, damage to market integrity, and growing public distrust. Under neoliberal capitalism, the default is to let the fox guard the henhouse, with predictable results. And as the next section argues, what happened at Oracle is not an isolated incident, but part of a broader pattern in corporate conduct.
This Pattern of Predation Is a Feature, Not a Bug
When stories like Oracle’s NetSuite deal come to light, corporations often insist they are outliers – “bad apples” or misunderstandings in an otherwise healthy system. But a hard look at corporate behavior across industries reveals that this pattern of predation is a feature, not a bug, of the contemporary corporate landscape. In case after case, we see powerful executives and dominant shareholders exploiting the system’s levers to enrich themselves, often at the expense of shareholders, consumers, or the public, only to escape meaningful accountability. Corporate greed, far from being self-corrected by market forces, recurs with startling regularity.
The Oracle case, where a founder leveraged his dual positions to siphon value, finds parallels in other high-profile conflicts. Consider Elon Musk’s 2016 SolarCity deal: Musk was the largest shareholder of both Tesla and SolarCity and pushed Tesla’s board to acquire SolarCity – a company run by his cousins and in which he had a heavy investment. Tesla shareholders later sued, alleging Musk had effectively bailed out his own failing investment with Tesla’s money. Sound familiar? That lawsuit, like Oracle’s, went to trial in Delaware. And the outcome, announced in 2022 and upheld in 2023, echoed Oracle’s: the court found that Musk did not improperly influence the process and that Tesla did not overpay for SolarCity (Court upholds Musk’s win in $13 billion lawsuit over Tesla-SolarCity deal | Reuters) (Court upholds Musk’s win in $13 billion lawsuit over Tesla-SolarCity deal | Reuters). This, despite evidence Musk had muscled the deal through a hesitant board and even though SolarCity was on the verge of insolvency. Shareholders argued that Musk “meddled” in the deal, but still he wasn’t held liable (Court upholds Musk’s win in $13 billion lawsuit over Tesla-SolarCity deal | Reuters) (Court upholds Musk’s win in $13 billion lawsuit over Tesla-SolarCity deal | Reuters). Musk’s victory, much like Ellison’s, underscores how rare it is for courts to punish a charismatic billionaire for an interested transaction. Two different companies, two different industries, but the same pattern: a visionary founder-figure stands on both sides of a deal, controversy ensues, yet ultimately the status quo prevails – the deal stands, the insider prospers, and the courts shrug.
Zoom out further, and you’ll find a litany of examples beyond Silicon Valley. In the banking sector, executives on Wall Street packaged and sold toxic financial products leading up to the 2008 crash – an aggressive pursuit of profit that wreaked global economic havoc. Yet virtually no top banker went to jail; firms paid fines (often covered by shareholders), and it was back to business. One report tallied over $1 trillion in penalties paid by corporations in the past decade for various misconduct (from mortgage fraud to consumer abuses), only to conclude that such penalties have become routine and do little to change behavior (The High Cost of Misconduct: Corporate Penalties Reach the Trillion-Dollar Mark – Good Jobs First) (The High Cost of Misconduct: Corporate Penalties Reach the Trillion-Dollar Mark – Good Jobs First). Corporations treat them as routine expenses, and why not? Their core operations – often intrinsically predatory – continue to mint profits.
In the realm of consumer goods and health, take the opioid crisis as a fucky example of profit over people. Purdue Pharma, owned by the Sackler family, aggressively marketed OxyContin and downplayed its addictiveness, fueling an opioid epidemic that has killed hundreds of thousands. Internal documents later showed the company’s relentless focus on sales and profit maximization, virtually a playbook of corporate malfeasance. For years, they got away with it, and even after lawsuits forced Purdue into bankruptcy and settlements, the Sacklers walked away billionaires (with legal immunity they negotiated in the settlement). As one analysis put it, the opioid disaster was “brought about by Purdue… [whose] only motivation, and their only justification, was prescribed by the free-market bias in American law: the pursuit of profit” (From Individual Failing to Corporate Crisis: How America Identified the Cause of the Opioid Epidemic – Harvard Law School | Systemic Justice Project) (From Individual Failing to Corporate Crisis: How America Identified the Cause of the Opioid Epidemic – Harvard Law School | Systemic Justice Project). In other words, the system expected them to chase profit at all costs – and they did, with devastating consequences. This isn’t a bug; it’s the system working as designed, however perverse that design may be.
These narratives repeat in different guises: environmental scandals (oil companies hiding climate change data to continue drilling, chemical companies dumping toxins to save money), consumer fraud (automakers like Volkswagen cheating emissions tests to sell more cars – VW’s “Dieselgate” led to ~$26 billion in fines (The High Cost of Misconduct: Corporate Penalties Reach the Trillion-Dollar Mark – Good Jobs First), but the company remains profitable and few executives saw serious punishment), and labor exploitation (giant retailers squeezing suppliers and workers, skirting labor laws with minor fines). In each case, unethical behavior often yields hefty rewards, and any repercussions are minor relative to the gains. The pattern is so consistent that it underpins the growing public sentiment that corporate America has a corruption problem – not necessarily in the illegal bribe-taking sense (though that happens too), but in the deeper sense that the system is rigged to favor the wealthy and powerful extracting value from the less powerful.
Even in countries with different corporate governance regimes, we see similar dynamics. In South Korea, the Samsung conglomerate’s heir Lee Jae-yong infamously sought to cement his control over the empire through a controversial merger of affiliates in 2015, allegedly at an unfair price to minority shareholders. That saga involved bribery of the country’s president and led to criminal charges. Yet after years of trials, appeals, and even a short stint in jail, Lee managed to get acquitted of the most serious financial misconduct charges by 2025 (Samsung chief Jay Y. Lee found not guilty in merger case | Reuters) (Samsung chief Jay Y. Lee found not guilty in merger case | Reuters). The merger went through, his control solidified – mission accomplished, consequences be damned. This global lens shows that whether under Delaware law or other regimes, wealth and power find ways to protect themselves. Corporate structures and legal systems often bend under the influence of billionaires, political connections, or sheer economic weight.
It’s crucial to recognize that these are not isolated incidents of individual moral failing. They are systemic – born from incentive structures that reward maximization of profit and growth over ethics. A CEO or majority owner who doesn’t seize every advantage might even be deemed as failing in their duty in the harsh logic of shareholder primacy. Thus, the predation – extracting maximum value regardless of harm – is a built-in feature. If Larry Ellison hadn’t pushed Oracle to buy NetSuite, leaving that money on the table, one imagines he might have faced questions about why not (indeed, Oracle was under pressure to expand its cloud offerings, a “need for a cloud-based acquisition” as the complaint put it, which gave him cover). The same goes for many others: often these controversial moves are rationalized as savvy, necessary, or even visionary.
The cumulative effect of this recurring pattern is a widening wealth disparity and eroding trust. Every time a Larry Ellison or Elon Musk pockets a few extra billion through a contentious deal, it contributes to the ever-growing gap between the billionaire class and ordinary stakeholders. Each scandal that ends with “no wrongdoing admitted” chips away at the belief that markets are fair or that big corporations play by the same rules as the rest of us. The public is left to wonder: are corporations fundamentally predatory by design? Many critics of late-stage capitalism argue yes – that corporations are doing exactly what they are engineered to do (maximize value, often through exploitative means), and any benefit to workers, consumers, or society is incidental unless it aligns with that goal. Oracle’s NetSuite deal fits this critique neatly. It was excellent for Ellison’s wealth, arguably good for Oracle’s long-term competitive position, but clearly bad for those Oracle shareholders who prefer not to overpay, and it did nothing for Oracle’s employees or customers.
In conclusion of this section, the Oracle case should be seen not as a shocking aberration, but as a textbook example of the features of our system. It showcases how corporate governance can be gamed, how profit motives override propriety, and how the wealthy few often come out on top. Recognizing this pattern is the first step toward addressing it – because as long as we treat each new scandal as a one-off surprise, we fail to see the deeper disease. In the next sections, we’ll examine how corporations spin these situations to the public and the real impacts on those outside the boardroom, before turning to what might be done to change this toxic status quo.
The PR Playbook of Damage Control
When corporate misconduct is exposed, as in Oracle’s NetSuite controversy, companies don’t just mount a legal defense – they also deploy a public relations playbook to control the narrative. Oracle, like many corporations facing scandal, engaged in classic PR maneuvers to mitigate fallout and reassure stakeholders that nothing was amiss. These strategies are almost formulaic: deny wrongdoing, emphasize a commitment to doing things “by the book,” highlight any positive spin (“this deal was great for shareholders/customers!”), and attack the credibility of accusers if necessary. The goal is to prevent damage to the company’s reputation and stock price, keeping public sentiment and investor confidence on their side.
In the NetSuite acquisition, Oracle’s official messaging was all about the strategic benefits and synergies – not a peep about Ellison’s conflict of interest. In press releases and statements at the time, Oracle touted the deal as a win-win for cloud computing capabilities. Oracle co-CEO Mark Hurd famously stated, “Oracle and NetSuite cloud applications are complementary and will coexist in the marketplace forever,” emphasizing that Oracle intended to “invest heavily in both products” going forward (Oracle buys NetSuite for $9.3 billion, bolstering cloud efforts amid increasing competition – GeekWire). This upbeat corporate speak was designed to reassure customers and investors that Oracle wasn’t going to cannibalize NetSuite, and to frame the acquisition as purely positive. It simultaneously served to drown out any discussion of the unusual insider aspect of the deal. In fact, by overemphasizing how complementary the two companies were, Oracle’s PR narrative subtly deflected the idea that Ellison had any personal incentive – it made it seem as though any rational tech company would naturally want to buy NetSuite.
Another element of the PR playbook is silence and obfuscation on the sensitive points. Oracle’s press releases did not mention that Ellison was a major NetSuite shareholder; that fact was disclosed in SEC filings and noted by media, but Oracle itself didn’t shine a light on it. When institutional investors like T. Rowe Price objected publicly to the price and hinted at conflicts, Oracle’s response was measured and minimal. They extended the tender deadline and issued boilerplate statements about being confident in the deal’s value, rather than directly addressing the conflict concerns. This “say nothing more than necessary” approach is common – companies know that the more they talk about a controversy, the more headlines it generates. So they keep official comments to a minimum and let their legal wins do the talking. Indeed, once Oracle won in court, you can bet that became part of their PR messaging: a vindication that “an independent committee ensured a fair process and the court has confirmed our actions were proper.” Such statements translate to: see, we did nothing wrong, in the court of public opinion.
Corporations also often rely on third-party allies to bolster their image during a scandal. In some cases, it’s paid experts or industry analysts who echo the company’s talking points. In Oracle’s case, the company might point to the fact that a majority of minority NetSuite shareholders did tender their shares as evidence that the price was fair and the deal was good (even though that majority was razor-thin). They could cite analysts who praised the acquisition for giving Oracle a foothold in the mid-market cloud segment. By highlighting these approvals and positives, Oracle’s PR team could pivot away from the conflict narrative: “This isn’t about Larry Ellison, it’s about Oracle becoming a stronger competitor in the cloud – look at all the experts who agree.”
When allegations of misconduct do gain traction in media, companies sometimes go on the offensive. The playbook might include subtly discrediting the plaintiffs or whistleblowers. For instance, it’s not uncommon to insinuate that shareholder lawsuits are driven by opportunistic lawyers or by investors who “just want a higher price” (implying their complaints are self-serving rather than principled). Oracle’s public statements in the litigation phase were scarce, but if pressed, they likely would have painted the plaintiffs’ case as baseless. In Delaware court, Oracle’s lawyers did just that, arguing the plaintiffs had no evidence and that the special committee’s decision should be respected. Those arguments, while legal in nature, serve a PR function too – they set a narrative that the company’s insiders acted diligently and that the accusers are simply wrong.
We should also note the role of corporate image buffing that happens concurrently. Oracle, like many big firms, has corporate social responsibility (CSR) initiatives, philanthropy, and positive news releases constantly in motion. During a scandal, companies often double down on good news elsewhere: Oracle might announce a new charitable program, a tech education initiative, or strong earnings results, all to ensure that media coverage isn’t monopolized by the controversy. Positive stories help crowd out negative ones in search results and in the minds of casual observers. It’s a diversion tactic: give the public something else to talk about.
When outright denial or silence won’t suffice, corporations may opt for a controlled mea culpa – a mild admission coupled with remedial action – but only as a last resort. In Oracle’s case, since the company won in court, no apology was needed from their perspective. But imagine if evidence had surfaced showing Ellison overtly manipulated the deal; Oracle might have then settled the case quietly (perhaps with Ellison footing part of the bill behind the scenes) and issued a statement about “moving forward” and “strengthening our governance processes.” That’s a classic PR recovery move: acknowledge a bit of fault, promise reform, and declare the matter closed. We saw something similar with Wells Fargo’s fake accounts scandal: the bank apologized, paid fines, fired some executives, and launched an ad campaign about “re-earned trust.” The aim is always to restore the company’s image as quickly as possible and prevent long-term brand damage.
Oracle’s own brand, helmed by Ellison who is known for his brash persona, might seem impervious to shame – but Oracle operates in an industry where trust (with customers, investors, and partners) is crucial. Thus, even a giant like Oracle has to engage in damage control to reassure all stakeholders that the company isn’t run for one man’s benefit at their expense. In this case, Oracle’s successful legal defense became the linchpin of its PR message: essentially, our special committee did the right thing, and the proof is we prevailed in court. For a broader audience not versed in the details, “Oracle wins lawsuit” is a clear headline that helps wipe away doubts.
Behind the scenes, Oracle’s PR and legal teams likely worked in tandem throughout – every court filing and piece of evidence not only had legal import but could affect public perception if it became public. By keeping damaging evidence sealed (like those SLC interviews) and focusing communications on how independent and fair the process was, Oracle managed to keep the story boring enough that it didn’t become a front-page corporate scandal. Let’s face it: outside of financial news, the Oracle-NetSuite conflict story didn’t become a household conversation, partly because Oracle’s PR containment kept it relatively low-profile and technical.
In summary, the PR playbook of damage control is about narrative dominance. Oracle ensured the dominant narrative was “Oracle expands cloud portfolio by acquiring NetSuite” rather than “Oracle insider deal sparks outrage.” When needed, they leaned on legal vindication and procedural propriety to deflect critique. This approach is replicated time and again in corporate crises: companies put on a show of responsibility, selectively disclose favorable facts, and reframe the issue to blunt the impact of any corporate corruption claims. It’s an essential part of how corporations preserve their public image, which in turn protects their bottom line – because as long as customers keep buying and investors keep holding, the company can weather the storm.
Corporate Power vs. Public Interest
The Oracle-NetSuite affair and others like it force us to confront a troubling question: What happens when corporate power collides with the public interest? In theory, corporate executives and boards should act as stewards of not just shareholder wealth, but also of the broader community of stakeholders – including employees, customers, and society at large. In practice, however, the incentives at play (especially under the shareholder-centric model of neoliberal capitalism) often drive corporations to prioritize profits and personal gain over any public interest considerations. This misalignment of incentives can undermine corporate social responsibility and even endanger public well-being and health.
At first glance, one might say the NetSuite deal was an “internal” corporate governance issue – how do the machinations of a tech billionaire affect the public at large? The answer lies in the cascading effects such governance failures can have. For one, when investors lose trust that corporations are run honestly, it erodes the integrity of markets that the public relies on for economic growth, pensions, and investments. If big corporations are seen as vehicles for insiders to get richer at others’ expense, ordinary people (whose 401(k)s and mutual funds invest in those corporations) ultimately bear the cost, whether through diminished returns or higher risk. That’s a public interest issue: economic fairness and faith in the financial system. Every incidence of unpunished corporate excess – like an overpriced insider deal – reinforces a sense that the system is rigged, contributing to societal cynicism and instability.
Moreover, when corporations elevate the interests of a powerful few, they often do so by sacrificing something else that might have public value. Imagine if Oracle’s $9.3 billion had been used not to buy NetSuite (and enrich Ellison) but to invest in expanding Oracle’s product development or lowering prices for customers or acquiring a different company without a conflict. The opportunity cost is intangible but real: resources directed toward an insider’s pet deal are resources not spent in ways that could benefit employees (raises, more hiring), consumers (better products or services), or innovation (R&D investment). In Oracle’s case, right after the NetSuite buyout, there were reports of Oracle aggressively pushing its sales teams to sell cloud subscriptions (perhaps to justify the pricey acquisition), and one could speculate whether cost-cutting measures were taken elsewhere to make the numbers work. If so, employees could feel pressure or face layoffs – a common post-merger reality. Indeed, workers and local economies can suffer when a company spends big on an acquisition and then seeks to “synergize” (a euphemism often for cutting redundant jobs or closing facilities). Oracle absorbed NetSuite’s workforce, and while there’s no publicized mass layoff from that merger, generally the integration of companies often leads to restructuring pain. The public interest in stable jobs and thriving communities is not front-of-mind in boardroom deal calculus.
There’s also a competitive impact aspect. NetSuite was a competitor (albeit smaller) in the enterprise software market. By buying it, Oracle removed that independent competitor from the landscape. How does that affect customers? Potentially, less competition can mean higher prices or slower innovation – again, a public harm in the form of a less vibrant market. We usually rely on antitrust authorities to guard that public interest, but as noted, this deal wasn’t big enough to trigger a challenge. In many other cases, though, we’ve seen corporations merge and concentrate power, leading to negative outcomes for consumers (think of airlines, banks, telecoms, where mergers often lead to fee hikes or degraded service). The pattern is: corporate power grows, consumer power diminishes.
The collision of corporate incentives with public health is especially evident in industries like pharmaceuticals, food, and environmental regulation. The profit motive unchecked can lead to truly dire public health outcomes. We mentioned the opioid crisis: that’s a glaring example of corporate actions literally killing people for profit. There, the incentive structure was such that selling more opioids (even via misleading doctors and the public) meant more money – and public health be damned. Similarly, look at Big Tobacco historically – executives knowingly suppressed evidence of smoking’s dangers for decades to keep the cash flowing, causing widespread harm to public health. Or consider environmental pollution: it’s often cheaper for a company to dump waste in a river than to dispose of it safely, unless laws force them otherwise. Without strong enforcement, the default corporate behavior may be to take the cheap route, endangering communities (e.g., cancer clusters around industrial sites, oil spills devastating local livelihoods). These are extreme examples, but they highlight how corporations’ dangers to public health are not hypothetical. Even in tech or finance, decisions can affect public welfare – be it privacy breaches, enabling harmful products, or creating economic bubbles that burst and hurt everyday people.
The incentive misalignment is at the core: Executives are typically rewarded for increasing profits, stock prices, market share – rarely are they directly rewarded for protecting the environment, improving community well-being, or even treating employees generously. In fact, doing the latter might conflict with the former (spending more on worker safety might shave a few cents off earnings per share). In Oracle’s scenario, if Safra Catz or other executives had protested that $109/share was too high a price because it shortchanged Oracle’s other shareholders, they’d be arguing against the immediate interests of their boss (Ellison) and possibly against short-term stock pops that acquisitions often bring. It takes unusual moral courage (and a supportive system) to prioritize abstract fairness over concrete gain. That system support is weak: regulatory oversight is minimal and often after the fact, while market pressures scream “Grow! Profit! Win!” at any cost.
One such illustration of corporate power versus public interest is how companies respond to health and safety regulations. Many industries lobby heavily to water down regulations that protect consumers or the environment, because compliance can be costly. This is corporate power directly undermining public interest via political means. The neoliberal era has seen deregulation touted as good for growth – sometimes it is, but it often also means externalizing costs to the public (for example, deregulating pollution controls might boost a company’s profit while causing more asthma in the community – the company saves money, the public pays in health). The public interest loses when corporations can translate their economic might into political influence, achieving rules that favor them over the common good.
In the context of Oracle, while we don’t see a direct public health angle, we do see a reflection of how corporate governance failures tie into the bigger picture of public trust. If public pension funds (which invest on behalf of teachers, firefighters, etc.) hold Oracle stock, and Oracle’s value is diminished by insider dealings, that impacts those pensions – a public concern. Moreover, every time something like this happens without repercussion, it sets a precedent that can encourage other companies to act similarly. The sum of many “little” self-serving corporate acts can lead to a macro-level problem: greater inequality and a sense that the system is unfair. And when people believe the economic system is rigged, you get social frictions – populist backlashes, political polarization, and loss of faith in institutions. So, public interest includes maintaining a fair capitalism that people accept as legitimate. Erosion of that legitimacy is dangerous territory (history is replete with examples of social unrest or extreme politics filling the void when inequality and injustice go too far).
Lastly, consider corporate social responsibility (CSR) pledges versus actual incentive structures. Oracle, like peers, might have statements about ethics and integrity in its Code of Conduct. But unless those high-minded principles are enforced even when they conflict with making money (for example, an executive saying “this deal smells wrong, we shouldn’t do it” and the company heeding that at a cost), they ring hollow. The Oracle case suggests that the internal ethos did not override the pursuit of a lucrative deal for insiders. So despite CSR talk, when push came to shove, profit won. This is unfortunately common – CSR is often more PR than practice when not aligned with profit. True alignment of corporate activity with public interest usually requires external pressure – regulations, strong stakeholder activism, or legal liability for harm. Without it, corporate power will naturally seek its own benefit, not the public’s.
In summary, the incentives that drove Oracle’s controversial deal are the same type that, in other contexts, lead to corporations skirting safety, fairness, or honesty in ways that harm the public. The public interest is undermined when checks on corporate power are weak. Whether it’s a tech merger or a pharmaceutical approval, if the people in charge stand to gain from a decision that might hurt others, we have to ask: is the system robust enough to counterbalance that? The Oracle case suggests the answer is often no. Bridging this gap – aligning corporate behavior with the broader good – is one of the great challenges of our time, and it’s where reforms must focus. We’ll explore some of those potential reforms in the final section, after examining who bears the human toll of these corporate dynamics.
The Human Toll on Workers and Communities
Behind the boardroom dramas and billion-dollar figures, there are human lives affected by corporate misconduct and aggressive profit-seeking. It’s easy to treat cases like Oracle-NetSuite as high finance stories removed from everyday people, but the reality is that such corporate behavior can have ripple effects that land on workers, their families, and local communities. The human toll of unbridled corporate maneuvers manifests in lost jobs, stunted local development, demoralized workforces, and deepened inequality in society.
Consider Oracle’s workforce and the employees of NetSuite. Mergers and acquisitions, especially ones driven by motives other than pure business synergy (like an insider’s benefit), often result in disruption for employees. In many acquisitions, the acquiring company looks to cut costs and eliminate redundancies – a polite way of saying layoffs or hiring freezes. NetSuite, once independent, had its own culture, leadership, and way of operating. After Oracle took over, some NetSuite employees likely faced relocation, reorganization under Oracle’s hierarchy, or even being let go if their roles overlapped with Oracle staff. Oracle might justify these moves as efficiency improvements, but for the individuals affected, it can mean uprooting a career or financial hardship. Imagine dedicating years to a growing company like NetSuite, only to have it sold and possibly seeing your position eliminated because the parent company wants to streamline operations. That’s a personal economic fallout that doesn’t show up in the glossy press releases.
Even Oracle’s employees could feel indirect pain. When a company spends $9.3 billion on an acquisition, pressure increases to make that deal pay off. That can translate into a tighter squeeze on workers elsewhere – slower wage growth, reduced bonuses, or a more stressful sales environment. Indeed, tech industry insiders noted that Oracle became extremely forceful in pushing its cloud sales post-acquisition (to prove the purchase was boosting revenue). The sales teams were given high quotas; some employees no doubt felt the strain, with job security tied to meeting aggressive targets linked back to justifying the NetSuite buy. In cases where insider deals drain resources, one can view it as money that could have funded employee raises or more hiring, but instead went into an insider’s bank account. Those foregone benefits are hard to tally, but they are part of the human cost. It contributes to the sense among workers that no matter how hard they work, the big rewards always somehow accrue to the top executives – a recipe for frustration and disengagement.
On a community level, corporate decisions can mean the difference between a vibrant local economy and a struggling one. NetSuite’s headquarters was in San Mateo, California. As a standalone company, it provided local jobs, supported local vendors, and its success would mean growth in that community. Once absorbed by Oracle, strategic decisions about facilities or employment might shift. Oracle might centralize functions in its Redwood City campus or elsewhere, potentially reducing the San Mateo presence. If a local office is downsized, that affects everyone from the employees who might have to commute farther or lose jobs, to the nearby sandwich shops or realtors who lose business. When corporate consolidation happens, often the community of the acquired company loses some autonomy and economic activity. It’s not always drastic, but when you multiply this pattern across many mergers in America, you see small cities and towns losing corporate headquarters (and the civic engagement and charity those headquarters provided) as power concentrates in a few big hubs.
Beyond the direct merger context, the general culture of corporate predation contributes to a social fabric where workers feel increasingly like disposable cogs. In the U.S., despite rising productivity, wage growth for many workers has stagnated over decades. One reason is that companies have been very successful at channeling gains upward (to executives and shareholders) rather than broadly. The NetSuite deal netted Larry Ellison nearly $4 billion; consider how many employees’ salaries that equates to. Even if one argues that Ellison’s entrepreneurial risk years ago in funding NetSuite entitles him to reward, the generous ratio of reward (billions) to effort at the time of payout is jarring. It exemplifies the widening wealth gap: a single individual’s take-home from one deal could fund, say, 40,000 middle-class salaries of $100k. That wealth, once in Ellison’s hands, likely goes into investments, yachts, or maybe philanthropic endeavors of his choosing – but it’s not being distributed as paychecks to ordinary folks who would spend it in their communities. When insiders win disproportionately, the working class often loses opportunities.
Another human toll is psychological and moral. Workers within Oracle or similar companies witness these events and internalize messages. If you’re a rank-and-file employee seeing leadership apparently prioritize an insider’s enrichment, it can breed cynicism or erode loyalty. Why give your all to a company that seems to operate by crony capitalism? This can lead to decreased morale and a feeling of powerlessness, which affects productivity and well-being. In contrast, in companies where employees feel the system is fair and everyone is rowing in the same direction, you often see more innovation and commitment. Thus, these governance issues can indirectly stifle the very creative and collaborative spirit that drives healthy growth – a loss for the workers and the company alike.
We should also consider retirees and small investors – the “mom and pop” shareholders – as part of the human toll. Large pension funds (representing teachers, public workers) and index funds (representing everyday investors) owned Oracle shares. When Oracle overpays for an acquisition, it’s the existing shareholders who effectively foot that bill through value transfer. It might show up as a lower stock price than would otherwise have been, or slower dividend growth. Over time, that can mean pension funds have slightly less money to pay out benefits, or your 401(k) grows a bit slower. Each single event like this might not be catastrophic, but cumulatively, they contribute to why the wealthy’s portfolios outpace everyone else’s – because the wealthy often are the insiders benefiting, whereas the average person is the outsider indirectly paying. This dynamic fuels wealth disparity, which has broad societal consequences: reduced social mobility, more dependence on debt for the middle class, and even shortened life expectancy for working-class people as economic stress and inequality take their toll (some studies link higher inequality to worse health outcomes and social cohesion).
In communities where corporate greed has gone even further – say a factory town where a plant closed because the company decided to relocate for cheaper labor after squeezing every tax break it could – the consequences are dire: unemployment, opioid addiction surges, decaying infrastructure, exodus of youth. While Oracle’s case is not so dramatic, it sits on the same spectrum of decisions where the community stakeholders were not at the table when choices were made. Oracle’s board didn’t have an employee representative or a community voice; they answered mainly to Ellison and shareholders. Many governance reformers argue that this is exactly what needs to change: include stakeholders in governance so that decisions consider more than just immediate shareholder gain. The absence of those voices is why these human impacts are often overlooked until after the fact.
One more point on human toll: public trust and the social contract. People often feel anger and despair seeing billionaires seemingly play by different rules. It can make workers feel that playing fair in life is for suckers – because those at the top do not. This corrosive sentiment has mental health implications (stress, anger) and societal ones (e.g., lower civic engagement, rising populism). It’s part of the fabric of what humans experience living in a system that appears unjust. So, when corporations engage in predatory practices, the damage isn’t only financial; it’s also to the psyche of the society. By contrast, if corporations were seen consistently acting ethically and sharing prosperity, it could foster greater social stability and personal optimism.
In the end, every corporate scandal or exploitative deal has faces behind it: the employees who must clean out their desks, the small business owner who loses a contract, the retiree who gets a few dollars less in her dividend check, the young professional who begins to question the ethics of his employer. Communities either thrive or wither based on the cumulative decisions of corporations within them. And when wealth is extracted rather than invested, communities feel the loss. The human toll is essentially the real-world consequence of the abstractions we talk about in corporate governance. It reminds us why these issues matter: because they translate into whether people can make a decent living, feel secure in their jobs, and trust in a fair economic system. Next, we’ll look at how global trends might be shifting the equation on corporate accountability and what can be done to better align corporate behavior with the interests of all those humans depending on it.
Global Trends in Corporate Accountability
Corporate misconduct and the struggle for accountability are not uniquely American phenomena – they are truly global concerns. Around the world, from Europe to Asia to emerging markets, societies are grappling with how to rein in corporate excesses and ensure that companies play by the rules. The Oracle-NetSuite case finds its analogues in many other jurisdictions: wherever corporations operate, corporate accountability (or the lack thereof) is a pressing issue. In examining global trends, we see a mix of progress, setbacks, and differing approaches to the same fundamental problem: making powerful companies answerable to laws, stakeholders, and ethical norms.
One notable global trend is the rise of major corporate scandals leading to public outcry and regulatory responses. In Europe, a famous example is Volkswagen’s “Dieselgate” emissions cheating scandal. When it was revealed in 2015 that VW had installed software to fool emissions tests – effectively polluting far more than allowed – it became a worldwide symbol of corporate deceit. The fallout was significant: Volkswagen paid over $30 billion in fines and settlements globally, and a few executives were prosecuted (mainly in Germany and the U.S.). Yet, even in this glaring public health violation (millions breathing dirtier air), top leadership largely evaded jail, and the company has since recovered its financial standing. The case did spur stricter emissions testing regulations in the EU, showing that regulatory reform can follow scandal. But it also highlighted how a large corporation can survive and continue after gross misconduct, provided it makes financial amends. The lesson: penalties need to be massive (as they were here) to even get a company’s attention, and even then, corporate giants have a way of weathering the storm if their core business remains strong.
In Asia, corporate accountability often clashes with entrenched family-run conglomerates, known as chaebols in South Korea or similar structures elsewhere. The Samsung merger and bribery case we discussed is instructive: Samsung’s leader Lee Jae-yong was initially convicted for bribing the country’s president to secure support for a merger (a merger that harmed minority shareholders but helped consolidate his control). This led to public outrage in South Korea and was part of a larger corruption scandal that brought down President Park Geun-hye. Lee did serve jail time for bribery (a rarity for such a powerful figure), which was seen as a victory for accountability. However, as noted, in 2025 he was acquitted of separate charges related to stock manipulation in that merger, allowing him to reassume leadership without that cloud (Samsung chief Jay Y. Lee found not guilty in merger case | Reuters). South Korea’s experience shows a tug-of-war: strong public demand for curbing chaebol corruption has led to tougher stances by prosecutors, but the economic importance of those conglomerates means they often get lenient treatment eventually (Lee was even pardoned to “help the economy”). Similarly, in Japan, we saw the high-profile arrest of Nissan’s chairman Carlos Ghosn for financial misconduct. Japan pursued him aggressively (perhaps too aggressively, Ghosn claims politically motivated), indicating that no one, not even a global CEO, is above the law there – though Ghosn dramatically fled the country, highlighting how messy these cases can get.
Europe in general tends to have somewhat stronger corporate governance rules around stakeholders. For instance, Germany has co-determination, where workers have representatives on company boards. This can sometimes act as a brake on decisions purely benefiting executives at the expense of workers. However, it’s not foolproof, and scandals still happen (e.g., Deutsche Bank’s repeated legal issues with money laundering and rate-fixing). The European Union has been pushing forward on new fronts of corporate accountability, such as the General Data Protection Regulation (GDPR) for data privacy – holding companies accountable for protecting user data, with hefty fines for breaches. There is also movement on requiring due diligence for human rights in supply chains, meaning European multinationals could face penalties if their overseas suppliers engage in labor abuse or environmental harm. These developments signal an understanding that accountability must be enforced across borders, as corporations often operate transnationally.
In developing countries and emerging markets, the challenge is often even greater. Regulatory institutions may be weaker or more susceptible to bribery, and powerful corporate owners can sometimes operate as quasi-feudal lords. We’ve seen catastrophic failures like the Rana Plaza factory collapse in Bangladesh (2013), where over a thousand garment workers died due to building safety negligence. That incident pressed global brands to take some responsibility for safety in their supplier factories, leading to accords and monitoring – a form of accountability via international pressure. In India, huge corporate frauds like the Satyam accounting scandal (often called “India’s Enron”) shook the market and led to tightened governance norms for companies. Yet enforcement remains uneven.
One positive trend is the increasing role of investor activism and civil society in demanding accountability. Large institutional investors globally are starting to emphasize Environmental, Social, and Governance (ESG) criteria. They are asking companies tough questions on executive pay, diversity, climate impact, and ethical conduct. While some dismiss ESG as buzzwords, the fact that major asset managers vote against boards or demand changes shows a shift – shareholders aren’t exclusively focusing on short-term profits; they recognize long-term risks in unaccountable behavior. For example, in the wake of scandals, investors might push for the ouster of implicated directors, as happened at Uber when sexual harassment issues forced out the CEO and several board members in 2017. Likewise, consumer activism has global reach now: a campaign on social media can tarnish a brand’s image worldwide, forcing a response. Companies fear boycotts and bad press internationally, which can sometimes succeed where quiet diplomacy fails.
Legal systems are also learning to cooperate globally. There’s a trend of cross-border investigations: U.S. and European authorities working together on bribery cases (through laws like the FCPA in the States or similar EU laws). A company like Siemens (Germany) was hit with large penalties in multiple countries for a bribery scheme, indicating a global crackdown on corruption. Similarly, international frameworks are emerging: the OECD Anti-Bribery Convention, for example, compels many countries to outlaw bribery of foreign officials, so multinationals can’t just bribe their way into contracts abroad without risking home country prosecution. These are steps toward global corporate accountability standards.
However, global trends also include backlashes and challenges. In some places, populist governments have rolled back regulations, arguing they impede business. There’s a constant push-pull between attracting investment (by being business-friendly) and enforcing rules (being stakeholder-friendly). Some countries with authoritarian leanings even shield favored corporations if they are aligned with the regime, punishing only those out of favor. In such environments, accountability is selective or absent.
We also see that in a globalized economy, corporations can engage in forum shopping – choosing jurisdictions with lax rules for certain operations, making accountability harder. For example, a company might incorporate subsidiaries in havens with weak transparency to hide dubious dealings. That requires global coordination to address (e.g., recent efforts to implement a global minimum corporate tax to prevent profit shifting).
Notably, public awareness of corporate misconduct has never been higher, thanks to the internet and investigative journalism. Scandals that might have been swept under the rug decades ago now get international headlines and viral exposure. This global scrutiny is a trend that companies must account for – it’s harder to maintain a pristine image if your deeds elsewhere are foul (think of clothing retailers pressured to ensure no child labor in factories after exposés, or tech companies called out for poor treatment of content moderators in foreign offices).
The Oracle case itself might not spark global reform since it’s a somewhat niche shareholder matter, but it resonates with universal themes. Around the globe, minority shareholders often face exploitation by controlling shareholders (as alleged with Ellison). Many countries have or are developing legal protections for minorities: e.g., requiring a majority-of-minority approval for certain related-party transactions – which was exactly the mechanism in Oracle-NetSuite. That mechanism, while it didn’t stop controversy here, is itself a product of lessons from past abuses. In places like India, corporate law reforms in recent years have strengthened independent director roles and related-party transaction oversight after some high-profile self-dealing cases. So global best practices are slowly converging: independence, transparency, fairness checks.
In conclusion, the global landscape of corporate accountability is evolving. We see greater coordination among regulators, higher expectations from the public, and more formal requirements on companies to behave responsibly. But enforcement remains inconsistent – some culprits get hammered, others slip through cracks or get friendly treatment. The Oracle scenario – a powerful insider seemingly abusing position but ultimately skirting punishment – still occurs worldwide. The challenge for the future is to make such scenarios rarer everywhere, by learning from each other’s failures and successes. If Delaware was a weak link in holding Ellison accountable, perhaps other jurisdictions can take note to tighten their own standards (or vice versa). Global dialogue on corporate governance (through forums, think tanks, etc.) is pushing the idea that sustainable business requires accountability and ethical behavior. It’s a work in progress, one that will require continued pressure from all quarters – regulators, investors, consumers, and international bodies – to ensure that corporations serve not just the narrow few, but their broader stakeholders across the world.
Pathways for Reform and Consumer Advocacy
The patterns highlighted in Oracle’s NetSuite acquisition case – and mirrored in countless others – beg the question: What can be done? How do we reform the system to curb corporate greed and align businesses with the broader public good? And what can consumers and citizens do in the meantime to protect themselves and push for change? The answers lie in a multi-pronged approach: legal reform, stronger enforcement, corporate governance changes, and grassroots advocacy. Below, we outline pathways for reform and how consumer or shareholder activism can make a difference.
1. Strengthen Laws and Closing Loopholes: Legislatures can act to prevent the kind of scenario we saw with Oracle-NetSuite. For example, redefining what constitutes a “controlling stockholder” in corporate law could ensure that someone like Ellison (with ~28% ownership and obvious influence) is treated as a controller, automatically invoking stricter standards (entire fairness review) for transactions that benefit them. This would remove ambiguity and force more careful review of insider deals. Additionally, laws could require more robust disclosures of conflicts and outlaw certain practices (like a CEO or Chair having undisclosed dealings with a target company). On a federal level, there have been talks of a broad fiduciary duty for institutional investors to consider long-term impacts and not just short-term gains, which could shift pressure on companies to behave responsibly. Another idea is giving regulators like the SEC more teeth to intervene in merger unfairness when conflicts are egregious, rather than leaving it solely to slow shareholder litigation.
2. Empower Shareholders in Governance: Shareholders – particularly institutional ones who represent the public’s savings – should demand and be given greater voice in corporate governance. Reforms could include easier mechanisms to nominate independent directors (“proxy access”) so boards aren’t clubby and beholden to a dominant insider. Also, eliminating staggered boards or super-voting shares can prevent entrenched power. If Oracle’s board had a truly independent majority that was accountable to all shareholders, Ellison’s sway might have been counterbalanced more. Some advocate for shareholder approval for large transactions involving insiders beyond just a committee’s say-so – effectively a binding vote of disinterested shareholders with a higher threshold. This was partially in place via the tender condition, but making it statutory for all such deals could help.
3. Special Litigation Committee Reform: The SLC mechanism needs an overhaul to ensure it isn’t used to stonewall justice. Courts could require that if an SLC investigation is conducted but then the case proceeds, the SLC’s fact-finding (non-privileged portions) must be shared with plaintiffs, to level the playing field. Alternatively, more radical, Delaware could scrap SLCs or narrow their use so that once stockholders clear the hurdle at the motion to dismiss, their case isn’t derailed by an internal committee. This would put more fear into boards that once a suit has some merit, it will likely see trial – encouraging them to avoid conflicts in the first place.
4. Enhanced Enforcement and Penalties: Regulators and prosecutors need to step up enforcement against corporate malfeasance. For too long, enforcement has been sporadic, and penalties often seen as slaps on the wrist. A clear reform path is imposing harsher penalties on individuals, not just companies. When executives face personal financial loss or jail time, behavior changes. As the Good Jobs First report concluded, monetary fines haven’t deterred repeat offenders; more creative and forceful penalties are needed (The High Cost of Misconduct: Corporate Penalties Reach the Trillion-Dollar Mark – Good Jobs First) (The High Cost of Misconduct: Corporate Penalties Reach the Trillion-Dollar Mark – Good Jobs First). For instance, if a CEO is found to engage in self-dealing, they could be barred from serving as an officer or director of public companies for a period. The DOJ and other agencies can also utilize measures like requiring companies to divest problematic business lines (as was done with some pharma companies in price-fixing cases) (The High Cost of Misconduct: Corporate Penalties Reach the Trillion-Dollar Mark – Good Jobs First) – essentially structural remedies that shake up a business, which companies want to avoid. These approaches send a stronger message than a fine that can be shrugged off as a cost of doing business.
5. Broader Stakeholder Representation: There’s a growing movement to reshape corporate purpose to consider stakeholders, not just shareholders. Some jurisdictions have or are exploring requiring large companies to have employee representatives on boards (as in Germany’s model). This could ensure that decisions like an acquisition aren’t only vetted for shareholder value but also for impacts on workers. Another idea is promoting benefit corporation status (or B-Corps), where companies legally commit to social and environmental goals alongside profit. While voluntary, if more companies adopt this model, it could change norms and give consumers a way to support businesses with a conscience. In Oracle’s case, an employee voice on the board might have asked: “What about the employees and integration? Is this really best for the company or just for Ellison?” – possibly influencing deliberations.
6. Transparency and Reporting: Reforms can mandate greater transparency from companies on issues of public interest. This includes disclosing pay ratios (to spotlight inequality internally), disclosing political contributions and lobbying (so the public knows if a company is lobbying against their interests), and rigorous reporting on environmental, social, and governance metrics. Transparency empowers consumers and investors to make informed choices and apply pressure. In the age of information, shining a light can correct behavior; companies don’t want to be seen as villains if they can avoid it.
7. Consumer and Investor Activism: While waiting for laws to catch up, consumers and investors are not powerless. They can vote with their wallets. Consumers can choose to patronize companies known for ethical practices and boycott those that aren’t. In Oracle’s scenario, enterprise customers might consider whether they want to do business with companies that demonstrate questionable ethics. With increasing options in the cloud/software market, customers could leverage that. More practically, large enterprise customers (many of which have their own ethical standards) could press Oracle on governance issues in contract negotiations, etc. It’s a stretch, but we have seen, for example, governments or universities factoring in ethical considerations when awarding contracts.
Investors, especially the big ones (like pension funds, mutual funds), can engage with companies. They can demand explanations for conflicts of interest and vote against directors who approved insider deals that seem unfair. For instance, in the wake of the NetSuite deal, some Oracle directors could have faced withhold campaigns (shareholders refusing to re-elect them). Even though such votes are often symbolic if the insider controls votes (Ellison’s stake complicates that at Oracle), public pension funds have influence via public opinion and can team up. Another avenue is litigation itself – while the Oracle case didn’t result in damages, the mere prospect of being sued and dragged through a trial for five years is a deterrent to some boards. Shareholders shouldn’t shy away from suing when warranted. It’s a pain point for companies that can prompt internal reforms or settlements that improve governance (like adding truly independent directors or instituting stricter conflict of interest policies).
8. Whistleblower Protection and Incentives: Encouraging insiders to speak up early can prevent misconduct from escalating. Strengthening whistleblower protections (and bounties, as the SEC does for tips on fraud) can unearth bad behavior before it becomes systemic. If an Oracle executive or advisor had blown the whistle that the process was being subverted, maybe the outcome could have been challenged sooner. Whistleblowers are often the unsung heroes in corporate accountability – they need legal shields from retaliation and possibly financial rewards to offset the career risk they take.
9. Cultural Change and Leadership Ethics: While harder to mandate, pushing for a culture change in corporate leadership is crucial. Business schools and professional organizations can emphasize ethics and social responsibility, so tomorrow’s CEOs value more than the stock price. Some CEOs today openly talk about stakeholder capitalism (e.g., the Business Roundtable’s 2019 statement redefining corporate purpose). Skeptics call it lip service, but if even lip service is being paid, that indicates companies feel pressure to appear responsible. Sustained public pressure can turn that into real action. Consumers can amplify praise for companies that do the right thing, not just punish the bad actors. That positive reinforcement can encourage companies to be leaders in ethical conduct.
10. Regulatory Resources and Independence: Governments should ensure that regulatory bodies (SEC, DOJ, EPA, OSHA, etc.) have the resources and independence to enforce laws without being captured by industry influence. This includes funding for investigations, strong legal authority, and insulation from political interference when they go after big companies. In the context of our story: had there been an independent review by a regulator of the NetSuite deal’s fairness, maybe something could have been done proactively. Usually, that doesn’t happen in M&A beyond antitrust, but perhaps a reform could be empowering an agency to review conflict-of-interest transactions above a certain size for fairness (though this would be controversial and seen as government meddling in business judgment).
In conclusion, change is possible but requires concerted effort on multiple fronts. We need smarter laws that anticipate corporate tricks, tougher enforcement that makes executives think twice, and a society that doesn’t let scandal fatigue set in. Ordinary people can play a role: as investors through pension funds or 401(k) choices (demand your money be invested in responsible companies), as customers, and as citizens voting for representatives who will stand up to corporate lobbyists. It’s heartening to see that issues of corporate accountability, inequality, and capitalism’s excesses are now mainstream political topics – that’s a sign the public mood is serious about reform.
Ultimately, corporations are creations of society; they receive charters and enjoy privileges (like limited liability) to conduct business. It’s entirely reasonable for society to expect in return that corporations operate in a way that doesn’t undermine the public interest or the common good. Reforms and advocacy are tools to ensure that corporate power is balanced with responsibility. The Oracle-NetSuite case, with all its provocative details, can serve as a catalyst in this ongoing discussion – a cautionary tale that energizes efforts to make our economic system more accountable, equitable, and sustainable for the future.
📢 Explore Corporate Misconduct by Category
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I am really impressed with your writing abilities as
well as with the structure on your blog. Is this a paid subject matter or did you customize it your self?
Either way keep up the excellent quality writing, it is uncommon to see a great blog like this one these days.
Madgicx!
Thanks, I appreciate the kind words!!
This website doesn’t make any money. There are no ads or sponsors or functioning donation link.
I’ve already lost low-4 figures running this website with website infrastructure costs, sourcing the legal documents, and paying the writers (I don’t write most of the articles)… but I think it’s money well spent if it gets the message out there!