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(Not) Advising Corporate Officers About Fiduciary Duties, Lyman P.Q. Johnson, Robert V. Ricca
(Not) Advising Corporate Officers About Fiduciary Duties, Lyman P.Q. Johnson, Robert V. Ricca
Scholarly Articles
This Article explores the intersection of an important, unresolved corporate law issue and an overlooked professional responsibility issue persistently arising in the corporate milieu. The corporate law question currently unaddressed in Delaware law is whether the fiduciary duties of corporate officers, as agents, are the same as, or different from, the fiduciary duties of corporate directors. A related question is whether, in reviewing officer conduct, courts will apply the business judgment rule in the same broad (and protective) manner in which it is applied to assessing director behavior.
The professional responsibility issue concerns whether, and how well, lawyers are advising …
Having The Fiduciary Duty Talk: Model Advice For Corporate Officers (And Other Senior Agents), Lyman P.Q. Johnson
Having The Fiduciary Duty Talk: Model Advice For Corporate Officers (And Other Senior Agents), Lyman P.Q. Johnson
Scholarly Articles
Countless legal materials address the fiduciary duties of corporate directors. These include extensive decisional law, numerous institutes and continuing legal education seminars, several treatises and casebooks, and the well-known Corporate Director's Guidebook, recently released in its fifth edition. By contrast, legal materials on the fiduciary duties of corporate officers - key actors and agents in any company - are quite sparse. Case law is meager and undeveloped, with even such a baseline issue as the applicability of the business judgment rule lacking resolution. Treatises, institutes, and other legal materials frequently lump officer fiduciary duties with those of directors or treat …