Business Commons^™

Fiduciary Law And The Preservation Of Trust In Business Relationships, Brian J. Broughman, Elizabeth Pollman, D. Gordon Smith

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This chapter explores the role of mandatory fiduciary obligations in preserving trust between business parties. Because contracts are inevitably incomplete, after investment there is always a risk of opportunism. While the parties could try to draft a more detailed agreement prohibiting various forms of opportunism, the very act of haggling over such protections may signal distrust, eliciting costly reactions (defensive measures/hedging/lack of intrinsic motivation) in the counterparty. In the absence of fiduciary protections, a vulnerable party may decide to forgo important protections against opportunism, not because such protections are suboptimal or hard to specify ex ante but because bargaining for …

Corporate Oversight And Disobedience, Elizabeth Pollman

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Over a decade has passed since landmark Delaware corporate law decisions on oversight responsibility, and only a small handful of cases have survived a motion to dismiss. Scholars have puzzled over what it means to have the potential for corporate accountability lodged within the duty of good faith, but almost never brought to fruition in terms of trial liability.

This article explores the public-regarding purpose of the obedience and oversight duties in corporate law and provides a descriptive account of how they are applied in practice. The Article argues that the fidelity to external law required by the duty of …

Government Governance And The Need To Reconcile Government Regulation With Board Fiduciary Duties, Lisa Fairfax

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Corporate governance scandals inevitably raise concerns about the extent to which corporate directors failed in their responsibility to monitor the corporation and its managers, especially in terms of the latter's’ misdeeds. Corporate governance reforms strive to shore up directors' roles by seeking to ensure that boards have sufficient incentives to engage in effective oversight and to hold the boards more accountable. The current financial crisis has ushered in an era of significant government reform of the financial system and involvement in corporate governance matters. Such involvement has increased board of directors' responsibilities but has not reconciled those responsibilities with board …

Welfare, Dialectic, And Mediation In Corporate Law, William W. Bratton

All Faculty Scholarship

No abstract provided.

Gaming Delaware, William W. Bratton

All Faculty Scholarship

No abstract provided.

Enron And The Dark Side Of Shareholder Value, William W. Bratton

All Faculty Scholarship

No abstract provided.

An Inquiry Into The Efficiency Of The Limited Liability Company: Of Theory Of The Firm And Regulatory Competition, William W. Bratton, Joseph A. Mccahery

All Faculty Scholarship

No abstract provided.

Dividends, Noncontractibility, And Corporate Law, William W. Bratton

All Faculty Scholarship

No abstract provided.

Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton

All Faculty Scholarship

No abstract provided.

Confronting The Ethical Case Against The Ethical Case For Constituency Rights, William W. Bratton

All Faculty Scholarship

No abstract provided.

Public Values And Corporate Fiduciary Law, William W. Bratton

All Faculty Scholarship

No abstract provided.

The "Nexus Of Contracts" Corporation: A Critical Appraisal, William W. Bratton

All Faculty Scholarship

No abstract provided.

Rethinking The Rules Against Corporate Privacy Rights: Some Conceptual Quandries For The Common Law, Anita L. Allen

All Faculty Scholarship

No abstract provided.

The Interpretation Of Contracts Governing Corporate Debt Relationships, William W. Bratton

All Faculty Scholarship

No abstract provided.