What is wrong with corporations?

OK, that topic would take several books to answer. Here is what is bugging me today.

Bank of America just settled the largest government suit for 16.5 Billion dollars
(http://online.wsj.com/articles/bank-of-america-reaches-16-65-billion-settlement-1408626544).  How could that be bad news?

It is bad news because of who pays the fine.

Here's the theory:
A corporation is supposed to shield the stockholders from being personally liable.  The corporate officers have fiduciary responsibility which means they are supposed to be liable for the actions of the corporation.  The idea is that the shareholders don't have control of what the corporation does while the officers certainly do.  They are in charge like the captain of a ship is responsible and should prevent the corporation from doing illegal things.

Here's the practice:
When the government finds illegal activity at a corporation, it negotiates with those officers.  The officers make sure any agreement makes them 'innocent' as part of the deal.  They can pay any fines with corporate money - not any money they have as salaries, bonuses, stock deals.  And they rarely have to step down[1] as part of the deal.  Any fines paid, of course, affect the profits so it is the stockholders who lose[2].

How to fix this:
A) remove money from politics.  Support and campaign for government paid elections.
B) eliminate the swinging door where people move from corporations to the agencies regulating those corporations to lobbyists and round and round.
C) enforce fiduciary responsibilities and put violators in prison and make them pay fines.
 D) there are many more things to fix than I have thought of.   Let me know what you think.

Check out the documentary "The Corporation" - it is chilling.
http://en.wikipedia.org/wiki/The_Corporation_(film)

Notes:
[1] During the financial melt-down of 2008-9 we were told financial people needed huge salaries so they would stay at their jobs.  I always wondered why people that caused the largest depression since the Great Depression should have any job at all.
[2] These are the same people who claim to do everything "for the shareholders". Yet you can see in this case it is a lie.

Thanks to my son for his great ideas and discussions.
TFIA