Open Access. Powered by Scholars. Published by Universities.®
Articles 1 - 2 of 2
Full-Text Articles in Law
Rationalizing Entity Law: Corporate Law And Alternative Entities (Part Ii), Joan Macleod Heminway
Rationalizing Entity Law: Corporate Law And Alternative Entities (Part Ii), Joan Macleod Heminway
Scholarly Works
No abstract provided.
Is The Corporate Director's Duty Of Care A "Fiduciary' Duty? Does It Matter?, Christopher M. Bruner
Is The Corporate Director's Duty Of Care A "Fiduciary' Duty? Does It Matter?, Christopher M. Bruner
Scholarly Works
While reference to "fiduciary duties" (plural) is routinely employed in the United States as a convenient short-hand for a corporate director's duties of care and loyalty, other common-law countries generally treat loyalty as the sole "fiduciary duty." This contrast prompts some important questions about the doctrinal structure for duty of care analysis adopted in Delaware, the principal jurisdiction of incorporation for U.S. public companies. Specifically, has the evolution of Delaware's convoluted and problematic framework for evaluating disinterested board conduct been facilitated by styling care a "fiduciary" duty? If so, then how should Delaware lawmakers and judges respond moving forward?
In …