When Corporations Evade Justice: Glencore, Investor Losses, and Legal Complicity -By Fransiscus Nanga Roka

At the core of global capitalism is a dangerous fiction: that misconduct will be punished by market forces, and accountability ensured via law. The ongoing litigation against Glencore and former executive Steven Kalmin demonstrates how empty that pledge has turned out to be. When corporations can manipulate information, reap wealth, and leave shareholders to take the hit for misbehavior, malfeasance shouldn’t be termed corporate, it should be called legal complicity by Government.

This isn’t simply a case about investor losses. Seems to be about a systemic failure of deeper structures, namely tolerance for opacity in the global legal architecture enabling power before truth, accountability lashed out over time.

Glencore was the poster child of unfettered globalisation, seeking to operate in jurisdictions where governance is weak and oversight often for sale. Yet buried within those numbers of scale and profitability is one more fraud familiar to anyone who studies corporate crime: basic regulatory violations, opaque disclosures, settlements that punish the entity financially without any meaningful change in its conduct. Investors are told they have disclosure regimes and disciplined markets to protect them. But when whatsoever material risks are masked or distorted, that protection becomes a mirage.

This sort of situation is, in a way the legal claim that investors have brought basically an indictment of that illusion. It poses a complex but devastating question: if those who rely on corporate disclosures are systematically exposed to undisclosed risks, what good is securities law?

So far, the answer is not a pretty picture.

Corporate law, in principle at least, requires duties of honesty and good faith. Enforcement is patchy, reactive and often too late in practice. It is only when misconduct comes to light via investigations, whistle-blowers or deferred prosecution agreements, that the damage has been done. In which share prices implode, reputations dissolve and the losses are borne by investors especially pension funds and ordinary shareholders. Executives move on. That corporations pay fines that get treated as part of the cost of doing business.

This is not accountability. It is risk redistribution.

The issue is not that enforcement exists but rather it is because enforcement does not have a structural relationship with harm. Financial sanctions generally fall short of the scale required to match profits made through misbehavior. Legal processes last for years, which makes it easy to water down narratives and dilute responsibility. And most importantly individuals remain the exception rather than rule.

Therefore, the engagement of Steven Kalmin is not a tertiary detail, it constitutes something far more fundamental. Corporate misdeeds are not some abstract concept: they work through decision-making at the highest levels. However, global legal systems are still reluctant to properly pierce the corporate veil. The result is an environment where institutions are sanctioned in symbolic ways but the individuals behind its conduct frequently escape commensurate punishment.

This asymmetry is not accidental. It is designed.

Despite its normative ambitions, international law has not kept pace with corporate globalization. This allows multinational corporations operating across jurisdictions to exploit gaps in regulation, arbitrate differences between legal regimes and take advantage of asymmetries but of enforcement. At the same time, legal responsibility is still divided along territorial lines. There is no clear global mechanism that can consistently, rapidly and forcefully address cross-border corporate harm.

Sending the Glencore litigation to this fault line. It exposes a system in which capital flows freely but with no accountability.

At least the nature of this failure, to me anyway, is predictable. The red flags lack of compliance, research department scrutiny, reputational threats were in plain sight. They were part of the very fabric of high-risk extractive industries in politically complex settings. But disclosure regimes did not transform those risks into real investor protection. Instead, they devolved into mere technical exercises in legal compliance, far removed from any meaningful disclosure.

This is the point at which something legal and corrupt swoops in not bribery but institutional rot.

It is not neutral to provide a system whereby corporations are able to hide material realities behind an appearance of formal fulfilment of disclosure requirements. It is enabling. Discipline via financial settlements without structural reform is unrealistic. It is permissive. Nor can it be claimed as an incomplete system that constantly fails to impose individual accountability on decision-makers. It is fundamentally imbalanced.

The consequences extend beyond investors.

Inadequate sanctioning of corporate misconduct distorts markets, erodes trust in institutions and undermines the legitimacy of legal instruments. It signals that the rules are merely guidelines, adherence is voluntary and accountability can be averted. However, this is not just about watering regulation over future events but more deeply through normalizing impunity.

Trust in disclosures, trust in governance and a rule of law underpin the global financial system. They do not reach more efficient markets with that trust, they come to be far more extractive. Innovation and productivity are no longer how you create value, rather it is informational asymmetry & regulatory arbitrage.

This is an unwelcome admission that glencore as it’s not simply a reactive way of protecting investors. It compensates post hoc for harm, but does not prevent the conditions that make harm unavoidable. That is not protection this is a serious damage control.

The international legal order must therefore step away from the symbolic enforcement of corporate accountability. There are three structural deficits that must first be dealt with.

Disclosure has to be re-conceptualized at the outset not as mere compliance but true openness. This requires embedding risk-based reporting standards that actually capture the operational realities and not just compliance with legal minimums.

Second, enforcement must be recalibrated. Financial penalties alone are insufficient. They have to be accompanied by compulsory structural reforms, independent oversight and importantly personal responsibility at the executive level.

Finally, it is essential to employ a multilateral approach. Corporate Crime Knows No Borders Neither should accountability. Fragmented enforcement lets corporations play jurisdictions off each other. An international coordinated response has become a must, not an option.

None of this is radical. And what is truly radical is the ongoing acceptance of a system that does not provide even these fundamentals.

Because at its very heart, the Glencore litigation is not about one client or one executive. It relates to the faith in the legal system as a whole.

A system where profit is privatized and risk is socialized does not simply let investors down, it misleads them.

An edifice of accountability that punishes institutions but shields decision-makers is justice performed, not achieved.

A system where accountability becomes negotiated is not a legal system.

It is an organized order of arranged impunity.

Fransiscus Nanga Roka

Faculty of Law University 17 August 1945 Surabaya Indonesia